


Knock Off

by MooseKababs



Category: Transformers - All Media Types, Transformers: Prime
Genre: Action, Adventure, Alternate Universe - Canon Divergence, Canon-Typical Behavior, Comedy, Gen, Not Really Character Death, Timeline What Timeline
Language: English
Status: Completed
Published: 2019-07-31
Updated: 2019-08-28
Packaged: 2020-07-28 06:00:08
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 5
Words: 36,843
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20059180
Author URL: https://archiveofourown.org/users/MooseKababs/pseuds/MooseKababs
Summary: //sᴏᴍᴇᴡʜᴇʀᴇ ɪɴ ᴛʜᴇ ᴍᴜʟᴛɪᴠᴇʀsᴇ, a timeline exists where Knock Out finds the protoforms aboard the Harbinger instead of Starscream. In that timeline, he learns several valuable lessonsanda decent bit about himself-- all in the pursuit of a little rest and relaxation.//+ Prewritten fic, updates weekly!





	1. Chapter 1

**Author's Note:**

  * For [AskDrKnockOut](https://archiveofourown.org/users/AskDrKnockOut/gifts).

> This fic is a commission for AskDrKnockout here on AO3! The plot is all their idea, so be sure to show them some love too!
> 
> Thank you for checking out the fic! Feel free to let me know if you enjoyed, or if you spotted any big mistakes! See you next week!💖

“Knock Out.” 

Starscream's voice ripped through the quietude of the medbay, snapping Knock Out’s concentration in half. He bit down a sigh, leaned back in his seat, and set aside his forceps as the Air Commander’s steps grew closer. 

“Starscream,” the medic greeted sardonically, turning in his chair to regard the taller mech. “To what do I owe  _ this  _ pleasure?”

“I have a job for you.” the seeker shot him something close to a smile. “I need someone to check up on the mining operation in sector Gamma.”

Knock Out squinted at him, as if he had suddenly begun speaking another language. After a moment, he gestured to the half-reattached vehicon limb that he had been bent over. “Send Breakdown,” he said. “I’m busy here.”

“Breakdown is manning the groundbridge and may not leave his station, _ Megatron’s orders _ .” Starscream explained, his smile growing a bit more grimly genuine as he purred the last bit.

“Then send Soundwave,” he reasoned. “He could get there faster than me anyway.”

“Soundwave is currently occupied repairing the damage done to the comm relay nearest Airachnid’s quarters,” the seeker reported glibly. “He cannot go.”

“Then send Airachnid!” Knock Out demanded, gesturing once again to the vehicon he was in the middle of repairing. “If Soundwave and I are stuck cleaning up her mess she might as well cover for us while we do!”

“I’m not authorized to punish her. Only Lord Megatron reserves that right,” Starscream quipped. 

“Why can’t  _ you  _ go?” Knock Out asked, equal parts exasperated and annoyed.

“I have to manage things here,” the seeker said with a sense of mock sympathy and a sigh. “You’re the only one I can count on for this.”

“Fine,  _ whatever _ .” Knock Out ceded reluctantly, gathering himself to his feet and pushing the instrument tray aside so he could circle around the end of the berth, doing his best to ignore the self-satisfied look on the seeker’s face as he stomped past. “Send me the coordinates.”

“Of course,” Starscream purred, watching the medic as he tromped across the bay and out the door, perfectly aware of the way it made Knock Out’s energon boil. 

The speedster fought back his desire to hit something and turned the corner, stalking through the dimly lit halls with a sense of indignation that was slowly creeping its way from his spark to the very tips of his servos and pedes. Ever since Starscream had (rather convincingly) pledged his fealty to Megatron following the battle at the abandoned mine, he had stepped into his role as a commander with infuriating diligence. From where Knock Out stood, all the seeker’s micromanaging seemed like a blatant act to try and fool Megatron into believing he’d turned a new leaf. 

Needless to say he had a feeling that Megatron was more than aware of the situation— but the lack of action on the gladiator’s behalf meant that Knock Out was stuck dealing with the seeker’s overbearing  _ supervision,  _ regardless of how it stunted his own productivity. 

To say that it was infuriating would be an understatement.

The groundbridge control center was a relatively large room, furnished sparingly enough that it felt empty. The titular machine sat at the back of the room opposite the entryway, with a console on either side of it. The room itself was empty of occupants most of the time, only really used by vehicon patrols to get around. Breakdown stood at the console to the left, consumed with his work coordinating with Soundwave as the surveillance mech assumedly finished up the repairs to the system.

“It’s a little distorted on my end,” Breakdown reported, quieting just long enough to read Soundwave’s response before fiddling with the control panels in front of him. Knock Out leaned against the wall by the entryway, watching as the pattern of call and response repeated a few more times before Breakdown sat back and began to dial in to the first squad on a list of vehicon teams. Knock Out took the opportunity to approach then, making his presence known by gently caressing the broad plating of Breakdown’s shoulder as he passed.

Immediately, Breakdown paused in his work and turned to look in his direction.

“Hey,” he said quietly, the tension in his posture disappearing in the presence of his conjunx. “What’s wrong? You look upset.”

Knock Out huffed a resigned sigh. “Starscream,  _ as usual.” _

Breakdown leaned toward the speedster and caught his servo in his own larger one, giving it a supportive squeeze. “What’d he do this time.”

“He’s decided I’m the  _ only one  _ on board who can go check on some  _ mining op,” _ he explained, his anger only partially mollified by the bruiser’s proximity. “It doesn’t matter to  _ him  _ that I was up to my wrists reshaping a vehicon’s knee assembly. I’m  _ ‘the only one he can count on’.  _ What a load of slag.”

Breakdown shot him an empathetic look as he straightened up and began to input the coordinates Knock Out forwarded him. “He’ll lay off sooner or later,” he soothed. “We both know he’s allergic to being productive.”

“Knowing my luck, it will be  _ much, much  _ later.” Knock Out grumbled. The bridge spun open in front of him after a moment, and he squeezed Breakdown’s shoulder as he moved towards it. “Don’t worry if I’m out for a bit. I’m gonna take a drive before I come back, so I don’t give in to the urge to put my pede up his aft.”

“You know you’ll only get into more trouble if you do.” Breakdown admonished gently.

“I know,” the medic mumbled.”I’ll deal with that later.”

* * *

As expected, the mining team he’d been sent to check in on was perfectly fine, and their lack of communications had been the result the damage to the comm system, the sheer density of matter between the team and the Nemesis, and the stormfront that seemed to hover in place over the area.

Knock Out should have guessed that Starscream would send him somewhere like this— muddy and rainy, without a patch of asphalt to be seen. The mountainous region the mine was located in was currently being drenched without mercy, the lowest levels flooding high enough to reach Knock Out’s hips in some places. Various valleys and canyons coarsed like muddy rivers, full of plants and boulders that had been ripped from their places further up the mountainside.

What usually passed for roads had become a gritty, hyper-wet sort of mud that liked to splash up into hard to reach places and across his chassis. He couldn’t bring himself to care about the damage it was doing to his finish, or the way the rain stung as it drenched him, fully absorbed in the feeling of pushing himself to the limit. 

It was cathartic to let loose and vent his frustration in a way that felt real. The roar of his engine within his chassis, the burning in his brakes, his harsh shifting between gears was almost healing in the way it slowly stripped him of his fury and helped him to clear his mind. 

He was acutely aware that he would be in trouble when he returned to the ship. Although Megatron might not have fully understood just  _ why  _ Knock Out  _ needed  _ to exert himself so often, he at least  _ accepted _ it as a fact, however begrudgingly. Whatever small punishment he might incur for speeding about on the planet’s surface would pale in comparison to what he might have received had it been around humans. 

What troubled Knock Out more than the idea of punishment was the idea of submitting himself to Starscream’s poor attempt at competency once more. Overbearing was an understatement; Knock Out couldn’t seem to get a klik to himself— to the actual assignments given to him by  _ Megatron—  _ before Starscream would be upon him, looming like an obstreperous and unsolicited shadow. The worst part was that Megatron seemed perfectly content to let Starscream do as he pleased, despite how it might have affected the other officers, which meant that Knock Out essentially had no recourse for getting the seeker off his back.

The thought was enough to inspire a wash of resignation within his spark, strong enough to flood out the last traces of his anger. There was nothing he could do about the situation besides grin and bear it, as much as it chagrined him to admit. He was lost in his own mind for a moment then, his concentration stolen by the dread he felt, to the point that he _ almost _ didn’t notice the strange rumbling beneath his tires.

As soon as it registered, he slowed to a stop and spread his sensors outward as far as they would go, searching all around for the source of the heavy vibrations. A minute went by, then two, then three, each second as fruitless as the last. There was no sign of energon in the immediate area, save for himself, the miners off on the edges of his sensors, and the barest hints of the energon vein far beneath him. 

Still, despite the obvious lack of anything that could be considered an enemy, he couldn’t shake the sense of foreboding the rumbling had instilled in him. Something about the situation struck him as  _ wrong  _ in a way he couldn’t put his digit on, and the feeling was disturbing enough that he decided then and there that it was time to leave.

“Breakdown,” he said, opening a comm as he began to pull forward. “I’m ready to come—”

Before he could finish the rumbling intensified, and the ground beneath his rear tires began to slide down the steep face of the mountain. 

All at once his vigilance turned to outright alarm; he gunned his engine, his tires spinning uselessly as the entire road began to run like water, bringing him with it. He transformed and planted his pedes, digging the tips of them down in a fruitless attempt to find solid ground. Startled, he eased himself to the right, reaching up toward the edge of the road he used to be driving on, having slid far enough down now that it was above his helm. Even that small movement within the mudslide was a challenge, each half-step a battle to find purchase. 

Thankfully he wasn’t that far from the ledge, and with a stretch he managed to sink his claws into what appeared to be solid ground. With a relieved chuckle he hoisted himself upward and onto the road, grimacing at the feeling of mud within his wheel wells. 

_ “Knock Out?” _ Breakdown asked over the comm, concerned. His voice made Knock Out abruptly realize that the whole perilous ordeal had happened in a matter of seconds. “ _ Are you alright?” _

“Fine,” the speedster replied. “Filthy, wet, and scratched up, but otherwise fine. I think I should come back in now, though.”

“ _ Send me your coordinates,”  _ Breakdown instructed, his unease still apparent. “ _ I’ll open you a bridge.” _

Knock Out moved to comply, checking his HUD for his location as he gathered himself to his pedes. After a moment he bulleted his coordinates off to Breakdown, bending down to swipe at the mud that covered his legs. There was a beat where nothing happened before the portal spiraled open in front of him. He straightened up and took a step forward, and as he did the entire mountainside gave way and began to slide downhill.

This time, Knock Out didn’t have the chance to try and catch himself. With a startled shout the ground slid out from beneath him, sweeping him up in the surge. If it had been hard to find purchase before when he was on his pedes and balanced, it was impossible now. He was swallowed by the muddy freshet and spun around and around, until his stabilizers had been thrown out of whack and he couldn’t tell which way was up. He spread out his arms and legs, searching for something to use to slow his descent— or at least straighten himself out.

After what felt like a small eternity, the movement stopped. The speedster took a moment to allow his helm to stop spinning before he sat up, frowning, and began to swipe the mud off his face. As he did, he glanced around. He’d come to a stop in a mostly flat clearing at the edge of the forest, the terrain little more than mud and gravel. At the far end of the dell was the dilapidated but thoroughly recognizable bow of a Decepticon warship, jutting out of the ground defiantly.

_ “Knock Out?”  _ Breakdown prompted. “ _ Are you okay? Why aren’t you coming through? Do you need me?” _

“I’m—” Knock Out looked down at himself as he stood. “Alive. Nothing is seriously wrong, but I’m a lot filthier than I was when I first called.” He paused for a moment, squinting at the wreck across from him. “I found something, though.”

“ _ Like what?”  _

“A wrecked warship.” He double checked his coordinates internally against the Nemesis’ database as he spoke. “It looks like it’s the Harbinger… I want to check it out before I come back.”

“ _ Why?”  _ the big mech asked, his voice anxious. Despite the situation, Knock Out couldn’t help but smile. His conjunx’s caring nature wasn’t always apparent to everyone else, but he showed it freely around the speedster, and Knock Out always found it charming.

“Curiosity, for the most part.” He replied casually, making his way across the clearing towards the crash site with no small amount of effort. “Knowing Starscream—  _ and _ Airachnid— I bet there's still a few things inside that might put us in Megatron’s favor.”

“ _ Knock Out,” _ Breakdown’s voice was full of warning.  _ “This is a bad idea. You’re already going to get in trouble for taking a drive without clearance. If you go in there and there’s nothing, you’ll probably get in trouble for being gone too long, too.” _

As he made it to the breach in the hull that served as an entrance, Knock Out paused to consider Breakdown’s words. Chances were that he was right; Breakdown had watched him get into trouble enough times to know when his ideas were bad, and his anxiety— as under control as it was most of the time— compelled him to tell the speedster as much.

“Alright,” Knock Out ceded. “I’ll just take a quick look. Give me two kliks and I’ll call you back for a bridge. Sound good?”

There was a pause, and Knock Out could almost feel Breakdown’s reluctance.

“ _ Fine,” _ the bigger mech agreed uneasily. “ _ Two kliks.” _

“Two kliks.” Knock Out confirmed. “Talk to you then.”

The line went silent then, and Knock Out stepped inside.

For having split in half in the crash, the Harbinger was surprisingly intact. Faint light spilled in through the rift, lighting the area enough that he could tell he was just outside the bridge. There was an expected amount of damage done on the inside of the ship, panels out of place and dents in the walls and floor, but it was still structurally sound. In design it was nearly identical to the Nemesis, with only small differences in the floor plans judging by the schematics Starscream had uploaded to the Nemesis' database. 

He flicked on his headlights and headed deeper into the ship, largely uninterested in the helm of it; Starscream and airachnid had already gone through the parts of the ship that were easily reachable, and he doubted there was anything worth finding hidden there. The tail end of the ship, however, was more alluring. Starscream had a penchant for cutting corners, and in all likelihood the Harbinger had been about as thoroughly searched as any of Starscream's other assignments. 

There was a chance that Knock Out was wrong, considering the fact that Airachnid had been there with Starscream at the time, but she chafed under Decepticon procedure; The moment she had found the polarity gauntlet, she had headed straight back toward Megatron to reap the benefit instead of sticking around to see the inspection through. That said, the medic figured there was a good chance of finding something worth while aboard that he could use to gain an advantage over both Starscream  _ and  _ Airachnid.

Knock Out made his way gingerly down the hall toward the tail end of the wreck, scanning here and there for anything out of the ordinary. Predictably there was nothing interesting to be found, everything having been scavenged around the time the Nemesis had come to assist the surviving crew. Most of the doors were stuck open, frozen in position once the power to the forward half had been cut off, and quick glances into the rooms yielded no intriguing results. 

Within a few minutes, he reached the area where the craft had been severed in the crash. There was a strange sort of warping to the area, the walls bowed outward and the floor pushed up toward the ceiling, as if the pressurization in the halls had started fluctuating wildly right before they made landfall. It was odd, but not entirely unexpected.

He looked around carefully for a moment, checking the mess of smashed corridor for a way to the other side of the wreck. He was sure there had to be  _ something _ , because Airachnid reported finding the gauntlet closer to the stern, well past the section of crumpled hull that was blocking his way. It only took a few moments of searching before the access point made itself known; his headlights flashed over the far wall, and as they did the light was reflected by a cluster of shining paint transfers. 

He stepped closer to investigate and found that the scuffs lead into a narrow passageway that seemed just large enough for a mech to fit through with a little effort. It seemed to open up decently on the other side as well, the beams from his headlights getting swallowed up in the darkness beyond with no sign of an end to the corridor. 

Knock Out stepped back from the gap and straightened up, quickly making a series of half-transformations until his kibble had flattened out enough to allow him to edge through. It took a considerable amount of concentration for him to avoid scratching his paint any more than his trip down the mountainside had already, but it was by no means  _ difficult.  _ In a matter of moments he was on the other side and able to relax his plating back into more comfortable positions, wasting no time in shuffling off down the hall in pursuit of something interesting.

For the most part, he considered the first two thirds of the ship to have already been checked out; Airachnid wouldn’t have let Starscream out of her sight, so they wouldn’t have split up, and there was no sign of either of them having gone in any direction besides straight forward. With this in mind, he took the most direct path to the aft of the ship and what lay potentially unexplored. His pedesteps echoed in the otherwise silent halls as he made his way, and if he’d had time he might have considered it eerie to be in a warship of the same class as the Nemesis without hearing the quiet humming of its engines around him.

Towards the back, the ship was more or less ransacked; detritus lay strewn about the halls, various cords and tubes dangling from the ceiling where things had been brusquely uninstalled as the crew had bugged out, with the large flat panels that made up the walls all dented and misshapen as if someone had loosed a horde of rabid insecticons within the space. 

Only a few doors up from the posterior cargo bay, and with more than a klik of his time already expended, something caught his eye. There was an access panel beside a door that had been opened up and tampered with, deep scratches littering the seams where the face would usually meet the body. The face itself was laying face down on the floor, its transparasteel interface gouged and warped from someone’s attempt to force the door open. Knock Out looked the door itself up and down, his optics tracing the intertwining gashes— one jagged, where someone had used something akin to a circular saw, and the other beaded, where someone had used a torch— that marked someone— or  _ somethings--  _ rather tenacious attempts to get inside the door. 

Knock Out supposed that was par for the course. The majority of the commanding officers had died either in the initial crash or later on from their injuries, and the only non-eradicon member of note to have survived had been Makeshift. The eradicons, with their orders from Starscream to gather anything useful and any recoverable bodies and prepare for pickup, had most likely made a game attempt at accessing whatever was beyond the door, but ultimately failed without the passcodes. 

The sheer effort expended to try and gain access by the former crew meant that something very valuable must have been hiding inside— and for the first time in his life, Knock Out found his unexpected role as the Decepticon’s Chief Medical Officer to be a blessing.

He made short work of reconnecting all the wires that had been pulled out of the access panel’s body, then splicing a head onto the torn display cable and plugging it into the interface port on his arm. From there, he routed the system update that the panel required through his own comms in order to hide the fact that he was snooping around in the wreckage. He’d never really requested a data transfer of this size before, and the sensation was a bit uncomfortable— like a dull buzzing at the base of his processor that travelled along his spinal strut and ghosted through his systems. 

Thankfully, it was a quick process even with all the interference , and when it was done the console accepted his medical override codes and sluggishly began to unlock and open the door. On the other side was a laboratory in surprisingly good condition, with not much out of place and no major damage to the interior. 

What caught Knock Out’s attention, however, was the row of blank protoforms hung on the wall opposite the doorway, as if on display. If he were to bring them back to Megatron, it was almost guaranteed that he’d be able to get away with his little stress drive— and perhaps a few more things, too.

Almost on instinct, he stepped in and woke the laboratory’s main console, skimming over diagnostic reports for anything that would render the protoforms or the machinery unusable. Surprisingly nothing of note was listed, and the equipment seemed to be in good condition. On instinct he raised his servo to his audial, about to comm the Nemesis and ask for some troops, when another thought occurred to him that stopped him up short.

Perhaps  _ he  _ could make better use of the protoforms than Megatron would.

He stilled, contemplating it. It couldn't hurt to have more than one of himself onboard; after all, he  _ was _ the ships only fully certified doctor, and having more doctors couldn’t be a bad thing. In all likelihood, Megatron would do something that sounded logical to himself but would end up being short sighted and fueled by his ego if the protoforms were handed over to him. 

On the other hand, Knock Out had truly  _ beneficial  _ uses for a clone or two; help around the medbay when Breakdown was otherwise occupied, an assistant to handle reports, specialized backup in the field, and even someone to cover his duties should he be put out of commission. If it just so happened that having a duplicate of himself meant he’d have to deal with Starscream less,  _ well _ , that was just a happy coincidence. 

Without another thought about the possible consequences, Knock Out set to hooking himself up. It required very little effort to prepare, needing only a meager donation of energon and a sampling of his CNA to create a profile from. In the spirit of caution, he disabled all but the first protoform pod, figuring that he only needed one to start with. 

The console ran another series of checks, both on the data it had gathered for the profile imprint and the process itself. Knock Out felt confident that he understood most of what he read on the scrolling display. He’d read about binary bonding— once, in a medical article before the war, when it was still largely unstudied, and figured that besides the Autobot CMO, he was probably the most qualified Cybertronian left alive to complete such a process.

A series of cheerful beeps pulled the speedster’s attention away from his thoughts and back to the console, which now displayed a message of success, announcing the computer’s readiness to continue with the procedure. Knock Out double checked the connection between the machine and himself, then grinned and pressed the button to move things along.

It was a fast thing; the protoform was infused with the energon in one quick burst, jumpstarting its systems just in time for it to be assaulted by an influx of data so large it had no choice but to accept it. It was a crude and inelegant way to do things in Knock Out’s opinion, but it  _ worked  _ and at the end of the day, that’s what mattered. 

The frame was still for a moment before things began to move, little proto-transformations as it parsed information and figured out how to shape itself. All in a matter of moments, nanites washed from clear to deep red, kibble molded itself and fell into place, and a handsome face began to look around as if startled. 

Knock Out let out a low whistle as things settled, unhooking himself from the machine and stepping closer to examine his brand new doppelganger. As he did, the duplicate seemed to finally notice him, and after a beat its face twisted up in disgust. 

“Oh, slag me,” it cried dramatically in Knock Out’s voice. “I get to open my eyes for the very first time and you have the audacity to look like _that?”_

Knock Out scoffed, moving closer until he was within reach of his double.“If I didn’t look like this, you would've been left down here to rust with the rest of this wreck.”

The clone reared back, covering its mouth with a hand as if Knock Out's condition offended its senses. It stepped back and straightened up, then looked the muddy speedster up and down. "Rather scrawny, but I  _ guess  _ you'll do."

Knock Out squinted and crossed his servos over his chassis. "We look exactly the same except for the mud!"

The clone seemed to consider that for a moment, then shook its head. "No, I don’t think so. I don’t think I’ve been that scrawny since I was a newspark.”

“Alright—  _ whatever,” _ Knock Out said with rising irritation,“Listen. I need help making Starscream look like a fool in order to gain Megatron’s favor. Now, are you going to be the one who helps me or am I going to have to kill you and try again?”

_ “Darling,”  _ the clone said, “All you had to say was that you wanted to make Starscream look like a fool. Of  _ course  _ I’m in.”

A smile spread across Knock Out’s face then, slow and devious. The clone echoed the expression, and as it did, Knock Out’s comm chirped with an incoming call. He glanced at the corner of his HUD and answered.

“Breakdown! Just the mech I wanted to talk to,” Knock Out said sweetly. “I’m ready to come in, but I need a favor.”

There was a pause, and Knock Out got the distinct impression that he’d caught his conjunx off guard. “ _ What’s up?” _

“I’ll spare you the boring details but somewhere along the way I picked up a straggler.” He watched the clone took a few steps across the room to an unpowered display and began to preen in front of it, admiring its own reflection.

“ _ Another Decepticon?” _ Breakdown’s voice was somewhere between cautious and curious.

“Something like that,” Knock Out said, shrugging and making a dismissive gesture with his servo. 

“ _ ... Why do I feel like you’re not telling me something? Why would you need a favor to get another Decepticon on board?” _

Knock Out’s smile faltered just a touch. “Well, he  _ does  _ look exactly like me…”

A beat of silence passed before Breakdown demanded in a quiet voice, “ _ What did you do?” _

* * *

“This was a terrible idea,” Breakdown said, turning to Knock Out from where he’d peered around the corner to check for anyone wandering the halls. “Megatron will strip your paint if he finds out! What were you thinking?"

Knock Out  _ almost  _ looked sheepish, though his clone seemed unphased. "It's not  _ that  _ bad. I was thinking that there's an advantage to having two of me around. What if I'm hurt and unable to repair myself?"

The clone turned from where it had been flexing at the closest reflective surface. "Besides, it can't hurt to have a few hundred extra horsepower on the team.”

Breakdown wasn’t mollified, but his frown spoke more of concern than anger. “Let’s just get to our quarters. We can talk about it there.”

Knock Out laid his hand on Breakdown’s rerebrace in an attempt to calm the bigger mech as he checked the hall ahead of them once more. After a moment he deemed it safe enough to continue, ducking around the corner and waving the two red mechs to follow. The clone went first after a gentle prodding from the genuine article, rounding the corner and disappearing from view.

Just as Knock Out went to follow as well, he was stopped by someone calling his name. He shoved the clone forward roughly and backpedalled, schooling his face to something neutral as Starscream approached.

“Commander Starscream,” Knock Out greeted smoothly, settling his hand on his hip. “What can I do for you?”

Starscream stared at him seriously, as if trying to read something in the speedster’s expression. “Were you talking to yourself just now?” 

“Hm?” Knock Out hummed curiously. Of course, he knew exactly what Starscream was talking about, but in the name of stalling for time he played dumb.

“I could have sworn I heard you talking to yourself,” the seeker muttered. After a moment he shook his head and straightened up, folding his hands behind his back. “More importantly, why haven’t you reported about the team I sent you to check on?”

“Ah, that’s exactly what I was on my way to do!” Knock Out said, feigning surprise, “But since you’re here and I have patients waiting, would you mind if we did it sort of informally?”

The jet rolled his eyes and let his shoulders sag as he vented a sigh. “ _ Very well.  _ What have you to report?”

“Everything was fine. I didn’t find that anyone was unaccounted for, there was no Autobot activity in the area, the machines were all functioning properly, and they blamed their inability to check in on the depth of the operations and the bad weather.” The medic rattled off, counting on his digits. 

Starscream’s scowl turned suspicious and he looked up and down the speedster’s frame with almost theatrical scrutiny.“You got  _ this dirty _ just by entering a mine?”

“Well, no. I got caught in a mudslide on my way back out and swept down a hill.” 

“And you don’t feel like it’s important to report seismic instability? It doesn’t do us any good if our miners die from a cave in!”

“Lord Starscream, the mine itself is  _ stable! _ It was just some surface dirt that gathered up by the rainwater.” Knock Out said, throwing up his hands placatingly. “Everything is under control, and the storm should start to weaken enough for comms to get through within the hour. Besides, Soundwave has access to all the seismological data relevant to the mining operations, doesn’t he? He’d know if a mine needed evacuating.”

The scowl only deepened, as if the situation being under control was somehow a bad thing. He straightened up again, schooled his faceplates, and nodded. “You are dismissed, then. Go and clean yourself off, you’re setting a bad example for the troops.”

He passed Knock Out, strode through the intersection and turned down the next hall, most likely headed toward his quarters. After the seeker was gone from sight, Knock Out turned his own corner and opened the door that Breakdown and his clone had ducked into. They stared back at him from the dark interior of the supply closet, the clone unamused and Breakdown closer to worry.

“See?” Knock Out said, spreading his arms out with a smile, “I have everything under control.”


	2. Chapter 2

**Notes for the Chapter:**

> hi sorry i totally lost track of time yesterday and forgot i was supposed to upload this!! its a little late but hopefully you all enjoy.

In the days that followed the situation began to pan out more fully. There was a brief period where Knock Out, Breakdown, and the clone had to work to figure things out together, but with minimal effort they devised a system for telling the two speedsters apart, developed a set of rules to keep from being found out, and came to a general agreement on the division of work. Knock Out would handle the work on the Nemesis— like medical calls, surgeries, scientific work and the like— and the clone volunteered to handle anything in the field and anything that required heavy lifting. 

Knock Out didn’t argue, of course, but he did begin to notice a pattern. The clone seemed to be obsessed with its own strength, often bringing up arbitrary topics like the specs of their shared altmode and their root lifting capacity despite the fact that they were nearly identical physically. The behavior was a little strange, since Knock Out had been under the impression that the clone was supposed to be an exact copy of himself, but he supposed that the personality discrepancy was to be expected when one used abandoned cloning technology. 

Thankfully the difference was not all bad, because it presented Knock Out with the perfect nickname to address the clone by— and to his satisfaction, the clone seemed to love being called  _ Macho _ . Though it would only be used by the original speedster, Breakdown, or Macho himself, it pleased him thoroughly to be labeled as such. Combined with their plan to detail the clone with a different brand of wax than what Knock Out preferred, the original medic felt that they had covered all the bases rather expertly.

Besides his occasional behavioral oddity, Macho was an excellent clone. He was capable, and willing to help take some of Knock Out’s work to make things run smoother, sympathetic to the speedster’s plight. He took orders smoothly even when it wasn’t part of what he had agreed to, and completed jobs to a highly believable standard. 

They worked efficiently together. Between them, the staggering backlog of work began to disappear— and people began to notice. It was almost laughable how many times he and Breakdown would be stopped on their way to the mess hall by a gaggle of vehicons, if only to applaud Knock Out’s newfound speed and tenacity. It was gratifying in a way he couldn’t put into words. 

The Vehicons weren’t the only ones to notice, though. 

It had only been about a groon after Knock Out had brought Macho aboard that his work in the Medbay was disturbed by a comm from Megatron himself, summoning him to the bridge. He set aside the tools he was working with and made his way to the command center, ignoring the tiny spark of anxiety that stirred within him. As he walked he assured himself that the chance of anyone having found him out was slim; they’d spent too much time planning to have been discovered so quickly— and even if they  _ had _ somehow slipped up and given themselves away, as the only functional surgeons aboard the Nemesis, they were much too valuable to dispose of.

Clearly, it had to be about something else.

When he got to the bridge, things didn’t seem too out of the ordinary. Vehicons manned the various stations around the room, working with silent diligence to keep the ship operating smoothly. His entrance didn’t disturb them any, which was probably a good thing. Soundwave stood next to the surveillance console, its internal components spilled out across the floor at his feet as he worked to rewire something deeper within the system. 

Megatron stood at his usual post toward the end of the upper platform, his servos clasped together behind his back as he watched his underlings work. To his left stood Starscream, his wings held high on his back in an unmistakable expression of pride. Knock Out was familiar enough with Starscream to know that he was up to no good, but he lingered in the doorway for only a moment before stepping forward.

“You called for me, Lord Megatron?” He asked, bowing his helm. Megatron glanced over his shoulder briefly, then turned to face the speedster fully. Starscream snapped around as well, crossing his arms over his chest and regarding the red mech with a smug expression.

“There seems to be some discrepancy between your reports and Starscream’s,” Megatron said, never one to beat around the proverbial bush. “I want to address the matter while both of you are present.”

Starscream’s smug look somehow grew stronger as he settled his gaze onto Knock Out, and it was all the speedster could do to keep from rolling his eyes. If Megatron noticed their wordless exchange, he didn’t comment on it. Instead he continued, undaunted by the seeker’s immaturity. 

“Both you and Starscream have reported on your newfound levels of accomplishment, but he has also reported suspicious behavior on your part,” Megatron continued. “He claims there is reason to believe that the work you have turned in, that he has reported personally, is falsified, as if you have been lying about completing your assignments.”

An expression of shock spread over Knock Out’s face, which was followed quickly by outrage. He opened his mouth to object, but stopped as the gladiator raised his servo, instead focusing on ignoring the undeserved sense of superiority that the air commander exuded. 

“However,the reports of all other involved parties suggest that Starscream has made a mistake.” He turned then to look sharply at the spindly flier beside him, whose face was stricken with confusion. “I would like to make it clear that _ ,  _ despite how familiar you may be with it, Starscream, my officers are not to be held under suspicion for  _ success.” _

“Lord Megatron! I—” Starscream floundered, throwing his hands up in placation, “There’s more to the situation than just that, my lord, I swear!”

Megatron turned again to regard Knock Out, tuning out the seeker’s reedy voice with a practice borne of eons. “I would like to commend you for your newfound competence, Knock Out. That said, I have something I’d like you and Breakdown to take care of. Soundwave will send you the details shortly.”

“Thank you, my lord,” The speedster said, bowing again and crossing his servo over his spark. “I’m just happy to be of service.”

The angry sneer that crossed Starscream’s face was better than any reward he could have received.

* * *

The job Soundwave informed him of was a simple retrieval mission, a ‘ _ get in, get out’  _ sort of situation, and so it was relegated to Macho to handle. Not that he didn’t want to go out for a drive with his conjunx, but for the most part Starscream had very little field work to assign the speedster without seeming suspicious, which meant Macho was largely bored by the things he  _ did  _ get to handle. It was only fair to send him on the field jobs, considering that was what he’d volunteered for in the first place.

But that meant Knock Out was trapped in his quarters for the most part. Leaving would be too dangerous, considering that he might run into someone who saw Macho leave for the mission, so he had little choice but to stay put and do his best to work from there. With a sigh, he went about making himself comfortable; he balled up a few of the heavy blankets Breakdown favored, gathering them up in one corner of the berth and relaxing back into them, intent on relaxing while he worked.

Which was, perhaps, a mistake.

He snapped awake suddenly, blinking in owlish confusion for a moment before he could make sense of his HUD, which offered him two concise pieces of information. 

_ One _ , he’d been asleep for nearly seven Earth-hours, and  _ two,  _ Starscream had absolutely decimated his inbox with assignments. He scrambled for his datapad and flicked open the display for his messages, grinding to a horrified halt. The scroll bar on the side of his inbox was a sliver of its usual size, growing smaller and smaller with each passing second, and the message count was well over 500. 

Knock Out stared at his datapad speechlessly for a moment before tossing it aside and burying his face in his servos with a spark-deep groan. He felt stupid for not expecting the seeker to retaliate somehow, but another part of him realized that there was no way to have predicted a reprisal of this magnitude. 

If he’d suspected Starscream had been scraping the bottom of the barrel before, he was sure of it now; a large portion of the assignments were things he’d already done, or things that Starscream himself had been ordered to do and simply fabricated the reports on. Some of them were even impossible tasks— things that only someone with a flying altmode could accomplish, or that required specific skills that Knock Out didn’t have. An even bigger portion, though, were the massive chunk of responsibilities that usually fell to the vehicons— mining, patrolling, ship maintenance, custodial duty, inspections, shifts within the command center, refiling the Nemesis’s report archive— seemingly every job he wasn’t suited for. 

He hunched further over and rubbed his faceplates with a sigh. There was no conceivable way that he’d be able to complete all of these new duties in addition to the things he had to do every day. Even if he were to split the duties in half with Macho, it would take groons to finish everything!

That was the rub, though— there was no way out of the situation. Megatron had noticed his increased success, which meant the gladiator had reevaluated the standards he held Knock Out to. To fail  _ now,  _ to refuse a task on the grounds that he was incapable, would cast him in an unfavorable light before his leader— and would prove Starscream right, which was purely unacceptable. 

Success, however impossible it seemed, was his only option.

He flopped back onto the berth, rolled onto his side and planted his face in a pillow, as if it would protect him from the reality of his situation. He stayed like that for what felt like a long time, doing his best to keep from wallowing in hopelessness, before he was roused by the familiar sound of Breakdown’s pedesteps.

The door snapped open to admit him— well,  _ them—  _ but Breakdown only took a few steps inside before stopping, his optics locked on Knock Out as he asked, "What's wrong?"

The red mech peeked over the edge of the pillow he was holding just in time to see Macho pass beside Breakdown and head for the washracks at the back of their quarters. After a moment of searching he found the datapad he’d discarded previously and held it out to the blue mech, who stepped forward and took it, then sat down on the side of the bed next to Knock Out’s pedes to read. After a few seconds of scrolling he looked back up at the speedster, frowning confusedly. 

“You won’t be able to do all of that, even  _ with  _ Macho here.” He said, scrolling further down. “What is he thinking?”

“He’s  _ thinking  _ he needs to exact revenge for me being more productive than he is.” Knock Out grumped, rolling onto his back again. “He wants me to do all of that  _ on top  _ of my regular duties in the medbay. He’s going to work me to death—  _ both of us  _ to death!”

Breakdown continued to scroll, squinting at the screen. “You’re not kidding. Some of these shifts even coincide with one another.”

Macho emerged from the washrack then, his expression skeptical. “Starscream can’t be  _ that  _ stupid, can he?”

The big mech held out the Datapad out to Macho, who took it and began skimming. His look of relative disinterest quickly turned to confusion, then to something wry.

“Alright, I stand corrected.” Macho said with a slight shrug, handing the datapad back. “What’s the plan, then?”

“We have to try, as much as it’s going to suck slag trying to keep up.” Knock Out sighed, tossing the pillow aside and sitting up. Breakdown frowned again.

“What about the stuff meant for fliers? There’s no possible way you could pull that off, either of you.” he said.

“We’ll have to improvise.” Knock Out said, shrugging. 

Breakdown turned toward him more fully, a look of disbelief on his face. “You can’t seriously be thinking about it! That’s a guaranteed death sentence!”

Knock Out frowned too. “What other choice do we have?”

“Simple,” Macho said, leaning on the wall across from the berth with his arms folded. “We go get you another clone.”

“Can you do that?” Breakdown asked, looking between them. Knock Out seemed to think on it for a long moment, though his expression didn’t leave much to the imagination in regard to how he felt about the idea.

“ _ Technically,  _ yes,” He answered after a while, making a vague gesture with one servo. “There were five protoforms stored on the Harbinger, and with Macho here there’s still four more that aren’t being put to use.”

Macho pointed at Knock Out, smiling. “See? That’s perfect. We’ll just go make you another copy to help with the extra workload. Problem solved.”

“No, problem  _ not  _ solved,” Knock Out insisted, his optical ridges knitting in frustration. “I can’t just go out and make another clone. It’s hard enough trying to keep  _ you  _ from being discovered. We all know Starscream is only going to get more suspicious the better we do, and I’m not confident that I could keep on top of coordinating more than one clone at a time.”

Beside him, Breakdown shifted nervously. “But you’ll get in trouble if you  _ don’t  _ do what he tells you, and actually  _ doing  _ what he tells you will end with you hurt.”

“If staying is control is what’s stopping you, just delegate the new guy to me. You give me any tasks you want done that you don’t feel like doing, I take what appeals to me and give the rest to him.” Macho explained. “Besides, I’m the stronger of the two of us anyway. It makes sense that I should be doing most of the work.”

The room stilled for a beat as the idea began to sink in. Knock Out looked to Breakdown, who was the voice of reason to his impulsive behavior most of the time, but Breakdown was looking back at him with a concern that was  _ almost  _ pleading. Across from them, Macho watched both of them with an expression of expectancy, like he was waiting for them to make the decision immediately. 

“I…  _ suppose  _ that’s one of our only options,” Knock Out ceded with great reluctance. “Just the two of us won’t be able to handle it, and I can’t risk failing now.”

“Then it's decided,” Macho declared, looking rather smug. “We’ll get another clone.”

Something fishy was going on with Knock Out. Starscream was  _ sure  _ of it. 

Of course, Starscream had been sure of quite a lot of things over the vorns, and wound up being wrong about most of those things in the end— but this was  _ different.  _

Knock Out was  _ up  _ to something.

The first sign had been his sudden competency. Knock Out wasn’t exactly known for his work ethic, and it was rather common for him to put off any assignments he was given for orns before getting to them, often leaving them until the last possible moment and then rushing to finish them. Starscream had come to accept Knock Out’s procrastination as an absolute truth, and had come to rely on it, scheduling tasks in advance so that the red mech would complete them well before the date they actually needed to be done— if only to keep  _ himself  _ from being cast as an incompetent manager.

So to suddenly see Knock out not only completing all of his tasks, but for them to be done _early _and without complaint was rather suspicious. Especially considering that he was keeping up with his own work as well. Something was _off, _but it was apparent to Starscream that he would have to do more to prove it to Megatron.

His idea to flood Knock Out with work, however improbable some of it may have been, was an admittedly shallow act of retaliation. He had always had a wild temper, and if anything the war had only worsened it. Knock Out had done nothing to earn his ire— in fact, if he’d had the foresight, he could have spun the speedsters productivity in his own favor. 

He hadn’t, though he didn’t think that was a particularly bad thing, because his impulsive act had allowed him to see even more conspicuous behavior from the speedster.

Unbelievably, the speedster managed to eat through every task Starscream had assigned him. A good portion of them should have been impossible, considering they were tasks that required flight capabilities, but Knock Out somehow managed to improvise around those barriers. He figured out how to work around every obstacle the seeker put in his path regardless of how long it took him, and did so without so much as a huff of contempt.

That was the second sign; Knock Out’s mood never seemed to sour, despite the sheer magnitude of stress he had to have been under. Beyond that, Knock Out grew capricious rather suddenly. Starscream never could seem to tack down what the shorter mech might be feeling at any given time, and he knew he wasn’t the only one to notice the change in behaviour, either.

In general, Knock Out had a rood relationship with the troops. Besides— or perhaps in  _ conjunction  _ with— Breakdown, he was the mech who interacted with the soldiers the most out of everyone else on board. Even Starscream himself, as direct commander of the Eradicons, didn’t have as much familiarity with them as Knock Out did. 

Not once, in all the eons they had worked together, had Starscream seen Knock Out get into an altercation with a vehicon that became physical— until now. It was now almost commonplace to hear some commotion in the mess hall, only to find the speedster surrounded by a hoard of vehicons as he and another soldier arm wrestled or even traded blows to the sound of cheering.

To say the sudden change was jarring would be an understatement— especially when mere kliks later, Starscream would find Knock Out on the bridge, totally unphased as he worked two positions at once with a smile on his face. He responded obsequiously whenever he was addressed, his behavior almost sickeningly obliging. The act alone was disconcerting, even without considering that there was no logical way for the speedster to have made it to the bridge before him, much less to have hooked into two systems and started monitoring both of them. 

Worse yet was the fact that Starscream seemed to be the only one to notice the sudden erraticism. Megatron was obviously pleased by the sudden shift to sycophancy, and Soundwave was much too preoccupied with the near total failure of the onboard surveillance system to have given Knock Out and his habits any thought. And of course, that outage— so thoughtfully caused by Airachnid’s insufferableness— also meant he had no way to check the records for proof that something strange was going on.

Day after day, Knock Out’s mood swings and incomprehensible speed continued, and with each encounter Starscream only grew more frustrated. By the time the speedster had made it through the staggering list of chores he’d been assigned, that frustration had been stoked into an ardent blaze within him, until every hint of the medic was enough to set his energon boiling. The knowing glances that the medic shot him every time he passed spoke of the red mech’s recognition of the tension between them.

That tension came to a head very suddenly one evening, when Knock Out had returned from running drills with the Eradicons. Starscream watched as he parked the tiny roundabout he had been using, then stepped down to chatter with the mechs he’d been teaching amiably. His carefree expression— as if training and keeping up with a whole flight of eradicons was no burden at all— stoked Starscream’s anger until he felt he might choke on it. 

He strode forward angrily, the sound of his approach scaring off the troops that had gathered around the speedster like mice fleeing the approach of a hungry cat. Knock Out seemed unphased, watching them scramble out of the hangar passively before looking up to meet Starscream’s glower silently.

“Need something?” Knock Out asked, his tone infuriatingly level. 

“I’m  _ on  _ to you,” The seeker hissed venomously, drawing closer to Knock Out’s face in an attempt to intimidate him. “I haven’t overlooked your new behavior, and your blatant servile overachieving.”

Knock Out huffed with amusement, causing Starscream to curl his servos into fists at his side and hike his wings up in contempt. “You’re so delusional, it’s almost cute.”

“Do you think you’re clever?” Starscream hissed, leaning in until Knock Out had to shift backwards to keep from bumping his helm into the seeker’s. “I will get to the bottom of this, and I’ll take it straight to Megatron the moment I do— and you’ll be  _ sorry.” _

“Is that a threat?” Knock Out asked, straightening up. 

“It is a  _ promise _ .” the taller mech said firmly. 

“Well, in that case,” The red mech said, reaching into his subspace for his shockprod. “Why not settle this here? You and me— no holds barred. The winner is whoever walks away.”

Starscream took a moment to observe the speedster— the dangerous glint in his optic, the stolid disposition, the tense but sturdy posture and deft grip on his weapon— then took a step backwards.

“And give up the satisfaction of seeing Megatron crush your spark for treason after I bring him proof?  _ Unlikely.”  _ He growled, his voice like thunder. 

“Aw, are you  _ scared  _ of a  _ grounder _ ?” Knock Out taunted, smiling acerbically as he lazily spun his staff. 

The seeker snarled, his optics boring holes through Knock Out’s helm. “Don’t think this is over.”

“Wouldn’t dream of it.” The medic said, his voice infuriatingly level.

Starscream stared at him for a few moments longer before turning on his heel and quitting the room, his anger almost palpable and his determination to expose Knock Out storming in his spark.   


**Notes for the Chapter:**

> Sorry again for the late post! And big thanks to everyone who commented and kudo'd the first chapter of this fic. I really enjoy seeing what everyone has to say!
> 
> As always, let me know if you see any big errors, and I'll see you all next week!


	3. Chapter 3

“He took that craft without permission!”

Starscream’s reedy cry echoed through the dim light of the hall, causing the newest clone to pause before continuing towards the door. Whoever answered Starscream spoke quietly, as if disinterested, and the clone could only barely hear the murmur of their voice as he drew closer to the door.

“Lord Megatron,  _ please!  _ If ever you were to believe me on anything, let it be this!” The seeker pleaded; from the sound of his voice, Mim could tell he was crossing the floor of the bridge, perhaps to stand closer to the gladiator. “He was out of line! He had no business taking that runabout, especially without my permission as Air Commander!”

The grunt from the other participant in the conversation— now identified as Megatron, by whom Knock Out had been summoned— was low, frustrated, and just a bit tired, as if he’d heard the argument a thousand times already. He knew that he should really go into the room and make himself known to his leader, but there was no telling what sort of intelligence could be gleaned from the exchange, and he was never one to pass up a good opportunity. There was a brief silence and more indistinct mumbling before Starscream continued.

“When I confronted him about it, he  _ threatened me _ !” he shouted, nearly beside himself in his anger. “He took out his weapon and  _ threatened me _ like some… some common  _ footsoldier!” _

“Forgive me, Starscream, if I fail to see how any of this is my problem.” Megatron replied sardonically, his voice still distinctly disinterested.Mim took the opportunity to wave his hand over the access panel and step inside, crossing one arm over his spark in deference to his leader as Starscream spluttered indignantly in the background.

“Mighty Lord Megatron,” he hailed, bowing at the hips as the gladiator turned to face him. “You called for me?”

Megatron nodded his helm approvingly towards the clone, but was interrupted by Starscream before he could address him. The seeker stalked across the room and smacked whatever piece of machinery Megatron had been holding to the floor, rage in his eyes. 

“It is  _ your problem _ ,” Starscream growled venomously, “Because he is  _ your medic.  _ If  _ I _ were to deal with his subordination problem, he wouldn’t be anyone’s  _ anything _ anymore, and I highly doubt you’d like that,  _ my lord.” _

Soundwave snapped around from where he’d been crouched in front of the surveillance mainframe as the component hit the floor, his visor leveled on Starscream’s face. There was no emotion there, of course, but the dangerous intent Mim saw there, like a pit-vyper ready to strike, was enough to send chills up the clone’s spinal strut. Megatron stared down at Starscream with dreadful passiveness, his optics burning with contempt. After a moment, he bent down and retrieved the object he had been holding before, the slightest frown spreading over his face.

“Need I remind you,” The gladiator said, his voice slow and measured, every word dripping with malice, driving Starscream backward. “That Knock Out was assigned to _ your command _ when you begged me for a chance to prove your worthiness to me after your little  _ foray  _ into the Autobot way of life?”

Starscream back pedaled, his face pale in fear and his wings slung low on his back. “No— sir—  _ my lord,  _ I—”

“ _ Need I remind you,” _ Megatron continued stormily, stepping forward, looming into the seeker’s space, “How often  _ I  _ have dealt with your insubordination— your  _ treachery—  _ and yet against my better judgement, you still function?”

“No!” Starscream yelped, bringing his hands up to his face, as if defending himself from a physical blow. “No, my lord, you needn’t! I was out of line, I—! I-I—!”

Megatron shifted what he was holding to one side and slowly pointed to the helm of the ship, bringing his face close to Starscream’s, his optics burning. “You will  _ return _ to your duty overseeing the bridge, and you will  _ keep your miserable intake shut _ , or I will take special care to remind you of your place.  _ Am I understood?” _

Starscream nodded hastily, taking a few more steps backwards before turning and walking briskly to the head of the bridge, folding his hands behind his back and standing silently at attention. Megatron watched him for a few more seconds, then turned and lumbered back to where he had stood before, only just out of arm’s reach from Soundwave. When the big mech had settled again, Soundwave inclined his helm and let out a series of soft beeps, almost too quiet to hear. Megatron glanced at him briefly, before raising one of his hands and muttering something— probably a dismissal of the gangly mech’s concerns. A moment later, Megatron turned towards the clone, only a hint of frustration detectible in the set of his frame. 

“Knock Out. I trust you and your assistant have returned successful?” Megatron questioned, his words clipped but not harsh. 

“Of course, my liege,” Mim said, bowing again for good measure. “We’ve successfully recovered the Forge of Solus Prime, just as you asked, and sent the enemy running to lick their wounds.”

“And where  _ is  _ Breakdown? He was meant to report  _ with  _ you.” 

“He’s on his way, my lord. The forge turned out to be significantly…  _ heavier  _ than we expected. He and some of the soldiers are hoisting it onto a hover dolly in cargo bay gamma, so it can be maneuvered as you wish without delay.” 

Megatron’s expression split into a toothy grin. “And you say there were casualties?”

“Yes, Sir.” Mim said, straightening slightly. “Optimus Prime and Bulkhead were pushed off the ledge of the cliff and suffered fall damage extensive enough to warrant retreat. Autobot Arcee managed to slip through the shield generator, but Breakdown and I sent her over the side with no small amount of dents in her chassis, and few burned out components that will take a good amount of time to repair, even if they have replacements on hand.”

A dark, low chuckle left the gladiator, like the muted roar of a distant thunderstorm. “Excellent work. For your next assignment, I’d like you to reassess the patrol routes for the eradicons and vehicons. I firmly believe that there are improvements to be made there.”

“ _ What?” _ Starscream asked as he turned on his heel to regard the bigger mech, his face slack with shock, “Lord Megaton, that is  _ my  _ duty! I’ve already been working on a new flight draft…”

Megatron’s eyes narrowed as he regarded the seeker. “Yes, Starscream, that  _ is  _ your duty. It has nearly always  _ been  _ your duty, yet I have failed to see any notable improvement in reports.”

“I-I can do better now,” Starscream stuttered, looking sick, “Now that my workload has lessened between Airachnid and Knock Out, I have an adequate amount of time to devote to getting better results!”

Megatron looked away from the seeker, disinterested. 

“No, you’ve had your chance.” He said dismissively. “Besides, I was mistaken to think you could handle the job. Competency isn’t your strong suit, Starscream; That’s what I’ve got Knock Out for.”

Starscream wavered on his feet. An almost palpable wave of desolation fell over him as the words sunk in, his wings low on his back and his expression fraught. Slowly, though, the anxiety gave way to anger, hot and wild, that ran riot inside of him, cranking his posture tighter and tighter. He leveled his gaze on Mim, all malicious intent and barely contained wrath, his eyes burning bright like stars held tightly by the throes of death. Mim stared back at him, unfazed and unafraid, watching as the seeker’s wings flickered with hatred. Starscream shot Megatron one parting glance, then stomped across the command platform and out the door wordlessly.

The gladiator looked up in time to see the tips of Starscream’s wings disappear out the door. The door slid closed with a gentle thump, and Megatron huffed air through his vents in frustration, then dismissed Mim with a wave of his servo.

* * *

The halls passed by in a blurr; On a good day, the Nemesis’ internal design was maddeningly spartan, all identical hatches and low lit corridors that blended together like a great purple smear in the mind, but now that feeling was amplified to an extreme. Starscream’s mindless tantivy made the whole ship little more than a distant swirl of desaturated color and harsh angles in his mind. His preoccupation on the situation— on the  _ crisis  _ before him was too strong for him to care where he was, or what he was seeing. The anger he had felt on the bridge had given way to a crushing sort of terror, something that had gripped his spark and sent his thoughts spiraling uncontrollably.

Knock Out was  _ winning.  _

It was obvious that the feud between them— if you could call it that— had grown more serious. It was clear to the seeker that his earlier suspicions about Knock Out’s intentions had been correct, and Starscream had a sinking suspicion that he knew what the speedster was after. The rise in productivity, the sycophantic groveling before Megatron, the aggressive perfectionism— all of it was  _ intentional,  _ a deliberate attempt to win Megatron’s favor and earn a higher rank.

It was logical, of course, and something very similar to what the seeker himself might have done if he were in Knock Out’s position. It was almost—  _ almost  _ admirable in it’s cunning, and Starscream might have said as much if it weren't for one simple fact.

There were few ranks higher than what Knock Out already had.

Soundwave was firmly planted as Megatron’s Third, something that had never changed since Megatron was fighting in The Pits. Starscream was certain that even death would not budge the reticent mech from his place. The role of Megatron’s Second was a shifting thing that fluctuated constantly, filled by whomever Megatron deemed fittest. At the moment Airachnid filled that position, however informally it might have been. 

In reality, that spot rightfully belonged to  _ Starscream,  _ just as it always had, but his recent folly had made that right come into question by Megatron. Now the spot was in flux, held temporarily by Airachnid until a more worthy Decepticon could step in to fill that gap— and it was clear to Starscream that Knock Out was gunning to prove himself more worthy than Starscream.

Starscream slowed to a stop and palmed the access panel to his quarters, stepping in with the same urgent strides that had brought him there. He moved to his berth and sat down on it heavily, dropping his helm to his hands and scrubbing at his face.

Knock Out was aiming to usurp him and he was  _ winning.  _ The affair on the bridge was enough to prove that Knock Out’s plan was  _ working _ , and Megatron was buying into it like the doltish oaf he had always been. He drew himself up short, shaking his helm.

“That’s foolish,” He muttered to himself in the darkness of his room, “Megatron knows that I’m the most suited for that position. Knock Out can’t even  _ fly!  _ Surely Megatron can see that…” 

But it made too much  _ sense  _ to dismiss. The sudden decrease in duties given to him by Megatron, and the amount of duties assigned to Knock Out instead, were enough to confirm his fears.Megatron was phasing him out in favor of the speedster— testing the waters by giving Knock Out the assignments meant for Starscream, watching him to decide whether or not he could handle being his Second. 

Logic dictated that he couldn’t. The demands of being Second in conjunction with the demands of being the CMO would be so overwhelming that the speedster would likely work himself to death if he tried it. Somehow, though, he seemed to be faring just fine despite the sheer amount of work assigned to him already. It should have been impossible for Knock Out, but somehow he was managing— and all at once Starscream made it his mission to figure out how.

His thoughts circled around to Knock Out’s aberrant behavior. His mercurial attitudes, his newfound effectiveness, and his unprecedented speed— all of it had been rattling around in Starscream's mind, a mystery he could never quite figure out. He  _ knew  _ that the two issues were related, but the true issue was  _ how. _ Something spark deep in him knew that if he could find the link between them, he could  _ prove  _ something suspicious was happening, and he could obliterate Knock Out’s scheme before it could come to fruition.

He only had a few ideas about how the medic could be pulling the stunts off, though, and each idea seemed less likely than the one before. His first idea was that Knock Out was forging the reports to make himself look more accomplished, but he’d already gone down that path before; there were plenty of witnesses to vouch for the validity of Knock Out’s work, and all reports filtered through  _ Soundwave,  _ who was rather keen on checking suspicious reports for mistakes. Even if Knock Out had bribed the troops to cover his tracks and corroborate his efforts, the work  _ itself  _ was always actually completed. 

That brought him to the second possibility; somehow, Knock Out had persuaded the troops— Vehicons and Eradicons alike— to play along with his little game, performing tasks in his name in return for some sort of reward. Starscream couldn’t fathom what that reward might be, and besides that, Knock Out was not the type to  _ share glory. _ If he were to achieve something as big as becoming Megatron’s second, he would do it in a way that framed him in the best light, which meant that it was unlikely to be a group effort. 

No, more likely than not Knock Out was somehow doing this all by himself. Starscream, however, didn’t figure it to be of Knock Out’s own power, but rather through  _ borrowed  _ power. His first suspicion had been dark energon; that would have explained his volatility and aggression, but not his speed and productivity. Besides, none of the tell-tale symptoms of dark energon consumption were present; there was no change in the mech’s ambient EM field, optical color, feeding habits, or general physicality that one would associate with its use. 

Dark energon was the only stimulant of that nature available to them though, which only confounded Starscream further. He stood up and strode across the room to the holoconsole at his desk, brushing aside stacks of datapads and pulling up the console’s display. There was a small possibility that the medic had stumbled onto an organic compound that had produced the abnormalities, but despite Knock Out’s background in pharmacology he was  _ hardly  _ a chemist, and the chances that he had synthesized something like that on his own was low. 

That meant that Knock Out had probably stolen the idea off of the Nemesis’ mainframe, from the scientific databases that had been meticulously kept over the ages. The partial formula for synthetic energon that had been collected from the Autobot Medic sprang to mind. It was a  _ relatively  _ simple tincture, scraped together from common materials found on earth, and easy to manufacture. The downside, however, was the wildly unpredictable interactions the solution could have within one’s frame. Everything from internal hemorrhaging, mass nanite death, and component ruptures, to amnesia, full processor wipes, paralysis, insanity, and deactivation could occur when used, the common symptoms notwithstanding. 

Starscream skimmed over the data logged for the mixture in the database, shaking his helm in frustration. The possibility was slim, even slimmer when he considered the relationship the medic shared with Breakdown. The big mech had pulled Knock Out out of countless situations that would have ended badly for him, acting as the voice of reason whenever the speedster’s ambitions got the better of him and steered him into unwise territories. It was more than likely that Breakdown would stop Knock Out from using something so volatile and damaging on himself— which meant that Synth-En just didn’t fit.

He was hard pressed to find something more probable, though. The whole situation was a convoluted nightmare, and he felt that he had no choice but to move on and keep searching. He huffed a sigh into the stillness of his quarters, frowning that the display thoughtfully. He reached up and touched the top of the screen, ready to dismiss the console once more, but slowed to a stop, deep in thought.

There was one other option.

It was seemingly as impossible as the rest of his ideas, but all of his hope rested on the possibility that Knock Out had  _ somehow  _ found red energon. 

He swiped the data for the Synth-En away and launched his new query, scrolling through the data accumulated until he reached the testing logs. On Cybertron and around the local cluster, red energon had been so rare that only a small number of specimens were ever found. Stringent testing, once a suitable amount had been cultivated, had suggested all manner of symptoms. Primary among them was a staggering increase in speed, often described by the subjects as if the rest of the world were in slow motion around them. The scientific observations had rated the maximum speed as one third the speed of light, though they noted that the subject hadn’t survived the test.

The  _ other  _ side effects were damning; irritability, mood instability, hyperfixation, increased productivity, trouble recharging, and increased stamina. He could put a figurative check mark next to every item on the list— but there were still more questions to be answered. Where had he found it? How was he using it without anyone noticing? How long had he had it, and how much was he using it?

Besides that, he still needed evidence. Megatron was guaranteed to ignore him unless he had proof, unequivocal and tangible  _ proof,  _ and in his experience there was only one way to obtain that substantiation was through observation. Knock Out was a cocksure individual, and Starscream was  _ sure  _ he would make a mistake somewhere. It was just a matter of catching it as it happened. 

He  _ would  _ find the mistake, even if it killed him.

* * *

“He was so mad,” Mim said quietly, taking a sip of his energon. Knock Out sat back on his berth and sighed, scrubbing at his face. 

“Well, that’s just  _ perfect,”  _ The medic said sarcastically. “The madder Starscream gets, the more likely his is to assign us work. Besides, I’m sure his persecution complex will have him shadowing us from now on,  _ as usual.” _

Macho shrugged from where he stood against the wall. “Nothing new there. Besides, I think the extra work is worth it when you consider how humiliated Screamer was.”

Knock Out frowned. “The more attention we draw to ourselves, the more likely it is that we’ll be caught. It’s a miracle  _ Soundwave  _ hasn’t picked up on something yet.”

“I don’t know,” Mim said, “He was pretty preoccupied on the bridge. Had his sensor cables all tied up with whatever he was doing in the surveillance system…”

Breakdown sat forward, alarm on his faceplates. “What?”

“He was tearing it apart,” the clone continued, swirling the energon around in his cube, “He must have decided there was something wrong with it. Megatron was holding a bunch of big modules for him.”

The original speedster sat forward, disquiet on his features. “We’re being caught on camera in multiple places at once.” he posited grimly. “He’s onto us.”

For a moment, an uneasy silence fell over the four of them. If Soundwave had detected something off with the surveillance system, it was only a matter of time before he figured out the truth and they were exposed. Knock Out and Breakdown exchanged solemn glances where they sat on the berth beside one another, both of them fully aware of the danger the revelation posed.

Macho stretched his arms over his helm, knocked back the last of his energon, and tossed his energon across the hab into the disposal in the corner.

“I wouldn’t worry too much,” he opined., “I’ve taken care of all that.”

Knock Out’s helm snapped up, staring at the older clone with trepidation. “What do you  _ mean  _ ‘you’ve taken care of all that’?”

The clone smiled shrewdly. “I might have whipped up a virus to counteract our abundant presence on the cameras.”

“You  _ what?!”  _ The medic said, jumping to his pedes. Beside him, Breakdown rose as well, his expression shocked.

“Are you  _ insane?”  _ the blue mech exclaimed. “Soundwave is practically a walking antivirus! He’ll figure that out in less than a klik!”

Macho looked vaguely annoyed. “I  _ know  _ what I’m doing. I’m not a newspark. I have every memory he has,” he pointed accusingly at Knock Out, “And I’m  _ just as skilled. _ ”

“I don’t think you’re taking this seriously,” the speedster said, slapping Macho’s hand away. “Soundwave practically  _ is  _ the Nemesis’ systems. He’ll pick out any aberration in a sparkbeat and tear it apart until things return to normal! You’ve practically handed in an admission of guilt!”

“Would you  _ relax!” _ Macho demanded, his expression fouled with anger. “I said I  _ know  _ what I’m doing!”

“You ought to!” Breakdown said, “You’re sending all of us straight to The Well!”

“We should probably quiet down,” Mim offered. “Someone might hear—”

“ _ Shut up, Mim!” _ Knock Out and Macho both shouted, rounding on the younger clone. Obediently, Mim went back to swirling his energon around silently.

Knock Out jabbed a finger towards Macho’s face. “You’re lucky I don’t slag you right here, you pompous oaf! What makes you think that Soundwave—  _ Soundwave,  _ who  _ hand-built  _ the Nemesis’ mainframe— would fall for something as— as  _ stupid  _ as a virus!”

“Because it’s not  _ just  _ a virus!” Macho growled, swiping Knock Out’s hand away in an echo of what the medic had done only moments ago. “It’s a decay algorithm hidden in the BIOS! He’ll be stuck thinking it’s some kind of hardware malfunction unless he strips the entire surveillance system down line by line!”

The medic lurched forward, a rebuttal at the tip of his glossa, but bit it down at the last moment. Instead, he sunk back, his mouth a thin line and his servos folded together. He forced a long vent through his systems, stepping back and sitting down once more on the berth, pressing his hands to his face and shuttering his optics. Macho watched him, unimpressed, as he collected himself. Breakdown sat down beside him with tense uncertainty.

After a moment, Knock Out resurfaced, directing his disapproving gaze towards the older clone. 

“Next time,” He said in a low voice, “ _ ask.” _

“Alright,  _ dad. _ I’ll  _ ask  _ next time.  _ Primus. _ ” Macho said spitefully, rolling his optics and crossing his arms over his chassis. “Have a little faith, maybe.”

“This isn’t a matter of me not trusting you,” Knock Out insisted. “I trust you. I do. But this is a lack of communication that could have ended  _ horribly. _ From now on I need to know what you plan to do. The less we communicate, the higher the chance we get found out. We need to  _ discuss  _ things like this, understand?”

Mim nodded, and after an expectant look Macho did as well, though with no small amount of irritation. 

It was unfortunate that none of them could see where Macho’s crossed fingers were tucked under his arm.

* * *

The groundbridge control room was dark when they entered.

It wasn’t exactly unexpected; this late in the off-cycles the ship’s lighting lowered in nonessential areas. There was just enough light to navigate by and little else, and the darkness cast a somber tone over them as they moved further into the room together.. Their steps echoed loudly in the empty space as they crossed the floor toward the control panel, an air of tension surrounding them.

“I don’t think this is a good idea,” Mim said seriously as he glanced at Macho.

“It will be  _ fine,”  _ The older clone assured, patting the other on the shoulder. “All you have to do is wait until I call, then open the bridge back up. It’ll be a get-in-get-out deal.”

Mim wasn’t mollified, but nodded anyway. Macho gave him another reassuring pat, then opened the space bridge and stepped toward it. 

“Are you sure about this?” Mim asked again, his servos twined together with disquiet. 

“ _ Darling,”  _ Macho admonished gently, lifting his arms up and doing a sort of shrug. “I’ve got it  _ all  _ under control.”

Before Mim could say anything else, Macho stepped backward into the bridge and disappeared from sight. The younger clone waited a few moments— long enough for Macho to get through to the other side— then closed the aperture, leaning against the console to wait.

He wouldn’t have to wait long.

* * *

Breakdown woke to the sound of cursing. 

He sat up in the berth, the thermal blanket he’d been under bunching up at his waist as he supported himself on one arm and rubbed his face with the other hand. Blearily, he squinted at vague red shapes scattered throughout the room, his optics struggling to focus in the dimmed light of the hab as he came out of recharge.

“Knock Out?” he asked once the vitriol had started to truly register, the image of the room beginning to sharpen. “What’s wrong?”

“What’s wrong?” Knock Out parroted, his voice tight with frustration, “What’s  _ wrong _ is that,  _ somehow, _ Macho took our little talk last night and decided it meant he needed to go out  _ without permission,  _ use  _ my  _ profile  _ without permission,  _ and made two more clones!  _ Without permission!” _

Breakdown jolted, blinking twice to clear his optics the rest of the way as he scooted to the edge of the berth and swung his legs over. One glance around the room confirmed the situation without him even having to seek clarification. Instead of three instances of Knock Out, there were  _ five _ scattered around the room, the air tense between them. 

“Oh  _ please,” _ Macho huffed, rolling his optics, “Take one look at your inbox and tell me you don’t need the help.”

Breakdown glanced over at Knock Out’s datapad, which had been tossed down at the end of the berth— likely discarded in a hurry. On its face he could make out a list of messages, all flagged as new assignments, jerking upward steadily as more and more were added to it. 

“That’s  _ beside  _ the point!” Knock Out cried, harried. “You didn’t  _ ask!  _ Did you even think about this before you did it? How are we going to feed them? Where are they going to recharge? How are we going to sneak  _ five of us  _ around without being caught?! Starscream nearly caught us out when it was just you and I!”

By the time the speedster was done with his rant, every optic in the room was trained on him. His face was flushed and pinched in desperate frustration, his servos shaking as gripped the rotary buffer in his servos like his life depended on it. Macho looked taken aback where he sat on the corner of the desk, unprepared for Knock Out’s emotional reaction. 

He began to rise uncertainly, his voice wavering. “Hey, it’s—”

“ _ Sadie! _ ” Knock Out barked, interrupting him, “Leave Mim alone!”

The addressed clone,  _ Sadie, _ frowned acidly and crossed his arms over his chest in a childish pout. Knock Out let out a heavy sigh through his vents, then gestured between the errant lookalikes and the case that was home to his various buffers. “Everyone grab a partner and a buffer. You know your styles, get to work.”

They did as they were told, some grudgingly. Sadie turned immediately towards Mim, who scrambled up to pair himself with the fourth clone. As Knock Out approached the berth to sit down, he shot a memo with the appropriate names and buffing styles to Breakdown.

“Sadism and Sarcasm.” The bigger mech said aloud. “What a combination.”

Knock Out sighed and rubbed his face, a response on his glossa, but stopped as he brought his hands away. 

“Macho. What are you waiting for? Go get buffed. Or buff someone. I don’t care, just stop standing around.  _ Please.” _

The clone in question seemed to hesitate, but lifted the big buffer in his servos as a sort of offering. “Your finish is dulling. You need buffed of you’ll give us away.”

The medic frowned, sighed again, and nodded. He shifted until he was facing Breakdown’s side, offering his back to the other who climbed up on the edge of the bed and got to work buffing the plating there. Knock Out leaned against his conjunx tiredly, tugging one of the mechs big arm close, holding it to his chassis. 

Beyond the sound of the buffers and quiet chatter of the line of clones sitting on the floor, the room was silent. One could  _ almost  _ pretend that there was nothing wrong, if having four copies of a mech was an ordinary thing. Breakdown rested his servo on Knock Out’s knee in a gesture he hoped felt reassuring, letting his engine rumble in a way that he knew the speedster found comforting.

“I’m sorry,” Macho said softly after a while, when he had finished with Knock Out’s back and shoulders and moved on to his legs. “I made a stupid mistake… But I meant it when I said you can trust me.”

Knock Out glanced down at him from where he had hidden his face against Breakdown’s arm, prompting the oldest clone to continue. “I’m sorry. What I did was wrong. I was acting out of spite. But I can make it up to you. Part of the reason you got clones in the first place was so you’d have more time to relax, right?”

The medic gave a slow nod, apparently in no mood to answer verbally. Macho pulled the buffer away from his leg and stood up.

“Then let me take care of everything. You just relax here with Breakdown and I’ll— I’ll make this right. We’ll start blowing through those assignments and you can take some time off, finally.”

Knock Out looked at him silently for what felt like a long time, his face a mask of inscrutable mask of emotion that only proved to make Macho feel worse about the situation. Finally, he nodded again, a small frown on his faceplates.

“Fine,” Knock Out said softly, “But this is your last chance.”

He didn’t have to explain what he meant; Macho knew that the next ‘mistake’ he made would be his last, one way or the other.


	4. Chapter 4

For a while, it seemed like Macho was keeping his promise.

Days went by without much hassle for Knock Out, spending the majority of that time getting what he considered to be well-deserved rest, and spending Quality Time with Breakdown in the process. Macho did a startlingly good job keeping the younger clones focused and on task, challenging them whenever one stepped out of line. Usually, the threat of violence was enough to get them to follow along, save for a few tenuous encounters with Sadie that seemed like they could go in either direction. Interestingly enough he seemed to have a natural propensity for leadership, which had made Knock Out wonder if titling him Macho had been done in haste.

That day started like the orns before it; Macho gathered the clones, gave each of them a bit of fuel, went over the day’s assignments, and ushered them all out the door, presumably to their posts; As the most personable among them, Mim was assigned to the bridge as usual. The Sarcastic clone, whom everyone took to referring to as  _ Sarc,  _ was stationed in the medbay, dealing with the various reports expected from there. Sadie— the sadistic one— was sent to handle training the troops, considering his violent bent, and Macho himself was headed to finish up the new patrol route maps with Dreadwing. 

Sarc in particular was happy with his posting. Thanks to the new training that the soldiers were getting, there were fewer injuries overall to be dealt with, which made his job that much easier. He wasn’t  _ particularly  _ fond of paperwork, but in his estimation kicking back in a comfortable chair and doing desk work was vastly preferable to having to deal with other people in most any capacity. Usually— at least as far as he’d noticed— his job was sedate and slow-paced, which was just fine with him.

_ Usually.  _

Of course,  _ today  _ had to be different. Just as he had found his rhythm with the paperwork, he was interrupted by the sound of heavy pede-falls and the chime that meant someone had entered the medbay proper. With a sigh, he set his datapad aside and stood, rounding the corner out of the office and frowning when he laid his optics on the culprit.

Airachnid stood to one side, her bright optics trailing a drawer full of sanitary laser scalpels, each one individually packaged to prevent infection in patients. Behind her towered an insecticon, all harsh angles and sharp points, it armor shining in the light and its visor a slit of red light, trained dangerously on Sarc’s face as if expecting an attack. 

Sarc, for his part, was vastly unimpressed. “To what do I owe  _ this  _ honor?”

“Ah,  _ doctor,”  _ The helicopter straightened, her expression sickening in its perfunctory sweetness. “There you are. Truth be told, I just stopped by to give you some warning. I plan to borrow one of the vehicon squads to let my insecticons get some training in. You might be in for some overtime tonight.”

Sarc squinted at her with a frown. “You came all the way here just to tell me I’m going to have to do my job?”

“I thought it was the neighborly thing to do.” Airachnid said, “I’ll remember not to bother next time.”

With that, she and her big ugly escort promptly quit the room, leaving Sarc to re-inventory all of the tools in an attempt to figure out what she’d stolen. 

* * *

Mim had some leeway in terms of his duties. As what was generally thought of to be the face of their operation, he had a rather strict schedule to adhere to. Spending _too much _time on the bridge would make the work of the others seem suspicious, but he would be remiss to spend _too little _time there, either. He made sure to keep diligent track of when he was and when he wasn’t seen, in order to keep things afloat.That being said, it was normal for him to have a bit of time before his first bridge shift of the orn— time he liked to spend making sure that the others had what they needed in order for their days to be successful. 

In that respect, today was no different. Tucked away in a supply closet, he sent the same messages he sent every morning.

_ ::Before I head to the bridge, does anyone need anything?:: _

Normally, nobody did— But it seemed as if today wasn’t a normal day.

_ ::Not unless you want to break into Airachnid’s room and plant something incriminating there.:: _

He stood back to think about Sarc’s response for a moment. As Macho had taught him, not  _ everything  _ that was said to him was an instruction to follow. He’d made sure to stress that rhetoric and tone could change what some things meant, and cautioned that he shouldn’t just  _ blindly  _ follow commands. Especially not from the two newest clones, whose suggestions tended to lead him into trouble anyway.

Macho’s talk had cleared up a lot, but not everything. He puzzled over the response for a few minutes before he could make up his mind on what to say, sending his own response along as he glanced around to make sure he hadn’t forgotten anything and left the closet, on his way to more important things.

Ultimately, Sarc would toss his cheery affirmative out and go back to work.

* * *

Starscream stomped around the corner away from the bridge, his energon boiling in his lines as he made his way down the corridors hastily. He knew he would be angry with himself later, when he thought about how much important information he had missed out on, but at that very moment he couldn’t care less. There was something about the persona that Knock Out affected while on the bridge that he  _ hated.  _ All of the pleasantries and deference— it drove him crazy to even consider being in the  _ room _ with the sycophant, much less staying there for any extended period of time. Even when that obsequious behavior was turned toward  _ him,  _ he couldn’t bring himself to feel anything but anger.

Fortunately enough, he had been on his way out of the bridge by the time Knock Out had come to clock in, which meant he escaped unscathed save for the banal greeting that the speedster had offered as they crossed paths. He was  _ supposed  _ to be  _ watching  _ Knock Out— keeping his optics open for anything out of the ordinary, any sign that he could use as evidence to a greater conspiracy — but, at least on the bridge that felt impossible.

The Vehicons out walking their beats scrambled out of his way as he stalked down the hall, his expression about as welcoming as a thunderstorm, and part of him was glad for it. At least  _ someone  _ on the ship respected him enough to show him some obeisance. Thankfully, beside the scattering of soldiers policing the halls, the ship was empty; Often times the solitude helped him to clear his processor whenever his frustration became too much for him to handle, and today was no different. 

Millenia of practice had made it easy for him to slip into his own mind and figure out his problems, the same way he’d done it back before the war had even been a concept in his mind. The rhythmic click of his thrusters against the decking, the slight movement of atmosphere over the broad panels of his wings, the steady thrum of the ship’s engine— all of it helped to lull him to some semblance of calm, clearing away the obscurity of emotion to lay bare the facts of the situation.

They hadn’t changed much since he had first resolved himself some weeks earlier. Somehow, despite everything, Knock Out was still keeping up with his workload. Some part of Starscream had expected the medic to fail before he made a mistake, but now he was uncertain which would come first. He was still determined to catch the speedster out on his scheme, but the equation suddenly had a few more variables than when he’d first drafted it. That didn’t deter him, of course; a highly variable was still an equation, and it was just a matter of finding out a few of them in order to reveal the truth— something he was confident he would be able to do, given enough time.

His thoughts consumed him, which was nothing new— but it wasn’t until someone planted a cold servo in the middle of his back that he realised he was no longer alone. In a split second he cried out and jerked, cycling up his null ray as he spun on one thruster to face his aggressor, his optics wild.

Somehow, he wasn’t surprised to find himself pointing his weapon at the menace himself. Knock Out stood with his hands up in surrender, his expression nearly as startled as Starscream’s. 

Slowly, the seeker lowered his weapon, drawing himself up to his full height in an attempt to save face. After a moment, he reset his vocalizer, frowning at the red mech disapprovingly.

“ _ What _ .” He demanded, his voice brokering no pleasantries. Knock Out flinched oddly, pulling his servos closer to himself, looking something close to wounded.

“I just wanted to say— I realize that you’re probably still hot about Megatron giving me the patrol route job, and I wanted to say I’m sorry. I didn’t ask for it or anything. It was just a fluke, I promise.”

“Why should  _ I  _ care what Megatron tells you to do?” Starscream demanded harshly, his frown deepening. “You’re doing my work for me. As long as you’re not screwing it up, I could care less.”

Slowly, the medic nodded, an understanding frown on his own face. “Well, will you at least consider that I’m not trying to make you look bad on purpose? I don’t want this to interfere with our friendship. I can tell you’re mad at me, you haven’t looked at me without hatred in your optics ever since I got that assignment.”

A growl left the taller mech, and he rolled his optics in irritation. “ Fine. _Whatever.”_

Now the red mech smiled at him as he held out a servo. “No hard feelings?”

Starscream stared at his servo for a long, long time— long enough that Knock Out began to falter, his fingers curling back toward his palm. At the last minute, the seeker slipped his hand into the medic’s, giving it a reassuring squeeze, his face pulled into a trite smile.

“ _ No hard feelings.”  _ He parroted back at Knock Out, his voice perhaps a tad more harsh than he wanted it to be. 

Knock Out smiled and let the other’s servo go, squaring his shoulders and nodding to the taller mech. “Thank you, Starscream. It eases my mind to know that we’re still on decent terms.”

“Of course,” Starscream replied. After a beat, he asked, “Where are you headed off to now?”

“I’ve got to go give the troops their practice drill assignments and then meet Dreadwing to finish the new maps back up.” He said with an uncanny cheeriness, walking backwards as he did. 

Starscream nodded, waving to him sedately. “Off you go, then.”

With a brief wave, Knock Out turned and hurried off down the hall. Starscream watched him until he turned a corner and disappeared from sight, his pleasant affect gone and replaced with the paranoid thoughts that had been his companion since the incident on the bridge.

It was an unfortunate thing that he couldn’t see Sadie’s cruel smile as he hurried off toward the flight deck— and even more unfortunate that he couldn’t feel the glob of Insecticon bait the clone had smeared between his wings. 

* * *

Macho had a lot on his mind as he made his way down the hall.

He had overestimated his own abilities when he had volunteered to manage the other clones, but that was nothing new; overestimation was practically his  _ name.  _ It shouldn't have surprised him so much that he was struggling to complete the things that were expected from him, considering his nature. 

For the most part, the clones were obedient enough, and very little needed to be done beyond reminding them of their duties— but there was a certain amount of natural rambunctiousness that he had come to expect from them, simply by the way their personalities worked together. After a few long and serious talks about the importance of their performance and the potential consequences of a misstep, he seemed to have gotten through to them, and the immediate chance of something going wrong had gone down— but some strange sense of foreboding inside of him refused to let him relax.

That morning, the brunt of his time had been spent coordinating with the other clones, ushering them to their posts and reminding them of their schedules, and the anxiety he felt hadn't helped him collect his thoughts as he made his way toward the conference room where Dreadwing was waiting for him. 

Neither had the sudden appearance of Airachnid. 

She came storming down the corridor as he turned the corner, the harsh sound of her pedesteps echoing through the space. She wore a mask of murderous intent, her optics narrowing as they fell onto Macho’s faceplates, and something inside of him began to sink as she approached. The sheer amount of malice directed toward him in that moment was staggering, that sense of foreboding overpowering any attempt to organize his thoughts as she closed in.

But then, she shoved past him, paying no more mind to him than to a speck of dirt on the floor. He let out a vent that he didn’t know he was holding as she turned a corner and disappeared from sight. He watched after her, frowning as he tried to gather himself. 

Airachnid was austere even on her best days, but Macho struggled to recall a time where he’d seen her so thoroughly incandescent. In his— or perhaps,  _ Knock Out’s  _ experience, whenever Airachnid was mad she became  _ calculating,  _ keeping a lid on her anger by scheming and plotting. Seeing her so livid was jarring.

The encounter, however brief, lingered in Macho’s mind as he closed the distance between himself and his destination, derailing his thoughts whenever he tried to focus on what he was meant to be doing. The preoccupation didn’t end even when he met with Dreadwing and they bent their helms to their task, distracting him often enough that the other became concerned. 

Saying it out loud— describing what was bothering him in words— made it seem so anticlimactic, and the clone felt like a fool for being so fixated on something a simple as  _ being approached.  _ Dreadwing didn’t think so, his expression thoughtful as he considered Macho’s predicament in the hopes of giving some insightful counsel.

“Airachnid is a bit of a wild card. I don’t consider it unwarranted to be wary of her— especially not when she seems angry.” The seeker posited. “As for what was bothering her, I won’t pretend to know. She and I have very different ways of thinking. I wouldn’t trouble yourself trying to divine her reasoning. If it’s something significant, I’m sure we’ll find out for ourselves soon enough.”

Macho nodded solemnly, attempting to take the bigger mech’s advice to spark; truly, if it  _ were  _ something pressing, they would find out one way or another. It was just a matter of time. Until then, the only thing he could do was put his shoulder to the wheel and try to get some actual work done.

The apprehension would vex him doggedly the entire time.

* * *

Airachnid was a logical person. She was tidy, organized, and like to do things a certain way. She had a schedule, and she liked to stick to it as much as she could. Of course, she wasn’t so obsessed as to be inflexible, and she  _ was  _ a fan of spontaneity, but in terms of  _ work  _ she much preferred things to be straightforward, and for her plans to be followed.

She had simply wanted to  _ practice.  _ Retaining her spot as Megatron’s Second was— at least for the moment— imperative to her goals, and in order to do that her Insecticons needed to stay in top condition. So when the entirety of the swarm she had summoned that morning had taken off playing a game of cat and mouse with  _ Starscream  _ of all people, she wasn’t pleased. She had tried everything to get them back on task, but it was as if the bumbling fools had all gone deaf. Even bribery hadn’t worked.

Needless to say, she was rather irritated.

Her pedes clicked harshly as she made her way back to her room. Doubtless, this was some scheme of that bratty seeker’s, either to make her look bad or to try and finesse her army away from her. Either way, she knew he wouldn’t succeed. The Insecticons could only spend so much time enthralled by one thing, and considering they had the collective intelligence of a dirt pile, she knew Starscream wouldn’t be able to keep control of them. 

It was just a matter of waiting them out, then disciplining them once they remembered who  _ really  _ mattered. And if she was going to have to wait, she was going to wait  _ comfortably.  _ She reached her quarters rather quickly and slapped the access panel as she approached, breezing into the familiar space with the same confidence that she did everything. 

Her room was dark, the already low lighting of the nemesis muted even further. Her most precious trophies sat on a rack against the wall opposite the door, the purplish underlights casting an ominous glow through the various jars and cases. Weapons and more trophies hung on the wall above the bed, tinting the mood of the space even further into the macabre. It was dark and warm and smelled faintly of spilt energon— just the way she liked it.

She took a few steps into the room, sitting on the edge of the berth and then reclining into its soft covers, cycling a long, deep vent in an attempt to collect herself. She was cunning, brilliant, and powerful; this minor setback was just that—  _ minor,  _ and as long as she was patient, things would play out in her favor just as she planned, as they always did.

Airachnid did her best to relax. She was no stranger to the waiting game, and she  _ always  _ won. It was just a matter of remaining calm. She snuggled into the tangle of blankets she’d laid down in, offlined her optics, and vented a sigh. Considering she had no pressing duties, she figured the best use of her time would be to catch up on her beauty sleep.

Which would have been easy, if it not for the irritating little clicking noise coming from just outside her door. 

Her temper flared; had one of those morons she ruled over come to apologize  _ already?  _ For a moment, she wasn’t entirely sure if she felt pity or contempt— but that was rectified moments later when she rolled onto her opposite side, determined to ignore the sound. Over the hivemind she sent out a command to be left alone, and felt confident in her control as she tried once more to settle into recharge.

A scant handful of moments passed, and the noise came again— but this time she didn’t bother to acknowledge it. Whoever it was would get bored soon enough and trod away with their proverbial tail between their legs, and she would be left alone, just the way she liked it.

But moments turned to minutes, and the tapping came again and again, unfaltering, like an engine with a worn bearing, ratcheting up her irritation with each repetition regardless of how hard she worked to keep it under control. The rope of her temper frayed as if over a flame, thinning faster and faster until finally it was connected by little more than a thread— and the sound ceased altogether.

She sat in a blissful sort of silence, venting slowly as she tried to collect herself. Each second felt like an eternity as she waited with anticipation for the noise to come again, but soon the pseudo-silence of the ship filled the space completely and her frame began to inch back toward relaxation. She laid back hesitantly, shifting until she was comfortable on her berth, cycling rhythmically to aid her composure. Then shuttering her optics, blocking out what little light was to be had in her corners.

Things were going surprisingly well. She was comfortable, relaxed,  _ alone  _ and positively aching for a reprieve from her obnoxious underlings— and by all means it seemed like she was finally,  _ finally  _ about to get it. It was an easy thing to slide toward recharge, her internal processes getting shunted to subconscious processing, her tension leaving her, her mind clearing of all the stormy thoughts her annoying visitor had filled it with,

And then, just as she was at the cusp of unconsciousness, she heard it.

_ Tap, tap, tap, tap. _

She sprung up from her berth with a roar of frustration, every inch of her frame awake and alert and filled with rage. She stormed over to her door and smashed her servo against the access panel, barely restraining herself from crushing the thing. The door snapped open, and for a moment her eyes didn’t make sense of the image she was seeing. The hall was empty, with no-one coming or going from either direction. Her outrage burned low, but she controlled herself and wiped a servo down her faceplates. Clearly, if no one was there to cause it, it had to be something within or around the door itself that had dislodged, or fallen somewhere it shouldn’t have, and the tapping came from whatever minute vibrations the ship created as it flew about.

She looked down, and stopped short again. Sitting there awkwardly at her feet was a little black, angular, bird-like drone, looking up at her with nothing short of expectation on its empty little faceplate. She was only vaguely familiar with the creature, knowing that it belonged to Soundwave but little else— and the  _ audacity  _ of the mech, to have sent a drone here to disturb her so relentlessly instead of simply comming her made her anger flash once more. 

In a sudden flash she kicked outwards, catching the little thing square in its chestplate and sending it flying, however involuntarily— across the hall, where it crashed into the wall opposite of her door and then fell to the floor. It twitched and wiggled as it attempted to get back upright, but without a legitimate stabilizer or servo in its possession it could to little but flap around pitifully.

Airachnid almost,  _ almost  _ felt sorry for the little thing, but that thought soon vanished as fast as it always had. She frowned at it and turned on her heel to return to her berth, but was stopped short as shipwide klaxons began to sound. She glanced up at the overhead speaker and sneered.

“What is it  _ now?”  _

* * *

Macho looked up at the ceiling as the Klaxon sounded, his stylus paused half-way to the tactical datapad that he had commandeered for the project with Dreadwing. In his periphery, he saw the seeker look up with the same sort of surprise on his golden faceplates, and after a beat— when there was no ship-wide announcement or clarification for the alert— they shared a look of unease.

“What was that you were saying about us finding out soon enough?” Macho asked wryly as he tossed his stylus down and moved toward the door. Dreadwing followed close behind him, huffing an equally wry laugh.

* * *

Airachnid took another step out of her room, her optic lingering on the ceiling. 

At her feet the little drone continued to flap about noisily, now making little high-pitched binary beeps, as it struggled to try and right itself. Airachnid looked down at it with disinterest, shoved it closer to the wall with one of her auxiliary legs, then began to make her way down the hall toward the bridge with a sigh, hoping that the alarm meant there was a fight somewhere that she could participate in.

She had barely made it four steps when a sudden and distant roaring sound began to echo around her. She stopped dead and whipped around, scanning the opposite end of the hall, expecting some sort of projectile from an autobot infiltrator. It was only a brief moment before she realized the roaring was getting louder— getting  _ closer—  _ and she whipped back around looking for something,  _ anything  _ that might have been causing the noise.

She found the source very abruptly as it slammed into her at roughly half the speed of sound. 

Airachnid grunted as she was slammed into the ground and dragged forward by Soundwaves momentum, the weight of his pedes uncomfortably crushing on her chestplate as they slid to a stop. He leaned down until his faceplate was close to hers, all of his weight shifting to the pede that was planted squarely above her spark chamber. All of the air was squeezed from her vents in a wheeze that she meant to be a growl as he slammed his cables down beside her helm, boxing her in.

“Get off of me, you pit-spawn!” she hissed, slamming the sharp tips of her auxiliary legs into his sides and back, wriggling desperately. 

Soundwave let out a loud screech of binary, reaching up to press the tip of one of his comparatively massive digits into the center of her throat. He was all malice and tension, like a snake coiled in preparation to strike. She sneered up at him, her optics burning with equal parts hatred and rage boring holes into his helm. 

They stayed frozen like that for what felt to Airachnid like a small eternity, but in reality the entire encounter had lasted only a few seconds. The sound of heavy pedesteps marked Megatron’s arrival, but he made no overtures to stop his third from doing as he saw fit. After taking in the scene in its entirety, he strode over and collected Lazerbeak from the floor, steadying her on his vambrace and running one claw over her miniscule backstrut gently in an attempt to comfort her. 

It seemed to work well enough, as her alarmed beeping petered out and her quivering began to fade. The sound— or lack thereof— seemed to catch Soundwave’s attention, and he tilted his helm toward his deployer, making a soft noise at her, most likely to determine her condition. She echoed the sound in a slightly higher pitch and Soundwave relaxed someone, the tension fading from his shoulders.

Airachnid took the change as the opportunity that it was, hiking her legs up around Soundwave’s, bracing her pedes on his shoulders, and slamming him up and away. She hoisted herself up with her auxiliary legs, scampered back a few steps, then crouched low, bracing herself for another attack. Soundwave stumbled backwards slightly, kept on balance both by coiling his cables behind himself and Megatron’s firm hand on his back, just above where his cables connected.

“I hope you still have the receipt for your  _ drone lapdog,  _ Megatron,” Airachnid said, jerking her chin towards Soundwave derisively. “He’s clearly a few components short of a  _ full board.” _

Megatron’s face twisted in contempt, his teeth bared at the spider. “Soundwave was only protecting his own. I see nothing out of line in his behavior.”

“He nearly killed me!  _ Me,  _ his  _ superior!” _ She shouted. “Over a— a  _ stupid drone!” _

Soundwave began to tense again, though minutely enough that even Megatron could barely see it. The silver mech scoffed. “ _ Laserbeak  _ is no  _ drone,  _ and you are his superior in name alone.”

She growled, clearly not pleased by Megatron’s viewing her role as temporary. She lowered closer to the floor, flexing her claws in irritation.

“It doesn’t  _ matter _ what it is— drone or no,  _ he  _ shouldn’t have been annoying me with it!” She declared. Megatron looked between her, Lazerbeak, and Soundwave, apparently unconvinced by her statement. Soundwave, ever silent, reached one cable over and tapped the control panel by the door to her quarters, opening it up for Laserbeak to glide in. 

Airachnid growled again, caught between wanting to yell and wanting to rip the silent mech’s face to shreds for his audacity. The longer she went without acting, the better the latter sounded to her; She had already perforated his armor when he had her pinned, leaving deep gouges and lacerations that wept energon in lazy streaks that pooled in the seams of his armor and outlined him in an eerie pinkish glow. 

It would be so easy for her to leap across the distance while he was distracted with his dumb bird, to sink her claws in and rend him to bits. She had little patience for mechs like Soundwave. Mechs who couldn’t keep their servos out of other people’s business, who paraded around with faux omnipotence and a god complex.Almost without thinking, she prepared herself to strike, her optics picking out the best spots to target that would incapacitate him the easiest. 

But then there were pedesteps rushing up from behind her, and she whipped around to face her would-be attackers. Instead she came face to face with Dreadwing and Knock Out, both of them looking alarmed and confused as they closed in on the impromptu gathering of officers, their weapons out but lowered. 

“What’s going on?” Macho asked, looking between Airachnid, Megatron, and Soundwave. 

“My lord,” Dreadwing said, dipping his helm toward his leader. “We heard the alarms, but no alert. Are we under attack?”

Megatron’s expression was a cross between wry humor and exasperation. "Something like that.”

In that same moment, Laserbeak returned, a tiny rope of interwoven luminous fibers with a highly-shined piece of metal at tied at the end clutched in her equally tiny servos. She landed once more on Megatron’s arm, beeping contentedly as she hopped up to his shoulder and began to peck gently at the toy. Megatron didn’t seem to mind her presence, simply crossing his arms over his chassis, watching the gathering with an expectant look. Soundwave watched Laserbeak play for a moment, then turned his helm toward Airachnid. 

It was rather impressive how accusatory a simple look could seem when coming from someone with no face.

For her part, the spider took a step back and glowered at the mechs across from her. Macho was sure that if she’d had enough eyes, she would have been glaring at him and Dreadwing as well. Soundwave’s gaze didn’t falter, pinning Airachnid in a way that seemed almost physical, and she growled lowly.

“You think I took your stupid winged-rat’s toy, is that it?” She sneered, gesturing to the bundle that the symbiote had retrieved from inside her quarters. “Why in the Pit would I care about some hunk of scrap like that thing?”

Soundwave still didn’t move, his visor locked squarely on her the spider, watching her with indifference as her hackles began to rise once more. It was easy to see that she was more perturbed than she might have been had there not been an audience, as if the presence of onlookers made her feel pressured to somehow prove herself.

“Do you have some  _ issue _ with me?” she demanded acidly, the sharp points of her spindly auxiliary legs clicking harshly against the decking in an unconscious attempt to intimidate her opponent. “Don’t think I’ve forgotten your little stunt while Megatron was missing.”

True to form, Soundwave still didn’t react beyond a quiet string of binary, and a brief flash of data across his display. Airachnid sneered, gesturing at him in a way that was both ostentatious and provocative. 

“What’s the matter? Too scared to settle this with me, one on one?” she goaded. Another scalding rebuke sat just behind her dentae, waiting to be loosed like a fiery arrow, but she was interrupted— again— by another sudden arrival.

Starscream dashes through the space between Megatron and Soundwave, shoving both aside harshly with momentum alone as he stumbled into the group, panic on his faceplates. He rushed forward, grabbed Macho by the arms, and spun to slow himself, holding the red mech in front of him like a living shield.

“Starscream!” Megatron barked, stepping forward toward the cowering seeker. 

Before he could even demand anything from his air commander, Starscream peeked over Macho’s shoulder fearfully and squawked, “They are trying to  _ eat me!” _

Macho turned futilely, trying to catch a better glimpse of the taller mech. From his servos alone the medic could tell that he’d been harried by  _ something,  _ his talons dulled and littered with scratches and dings. Beyond that was a mystery to him, though he could smell the faint tang of energon mixed with something that he couldn’t quite identify. 

Megatron, as thoroughly confused as the rest of the gathering— minus Airachnid, who was busy trying to split her ire between Soundwave and Starscream— turned around to peer down the length of the corridor. Off into the distance of the hall, where it was nearly dark enough to prevent seeing any further, a swarm of insecticons came barreling towards them, all rabid hunger and menace. After a moment of watching the big mechs come rapidly closer, scrambling over one another like a stampede, Megatron turned toward Airachnid.

“I would suggest you retake control of your subjects before I am forced to deal with them myself.” He warned cooly. Airachnid gestured wildly at Starscream, and at Macho by extension while Dreadwing drew nearer to the distressed air commander, a thoughtful look on his faceplates. 

“I’ve spent the last three joors trying to do exactly that!  _ Starscream  _ is the one trying to wrest control of them from me! They’ve been ignoring me and following  _ him  _ around all day!” She insisted, outrage on her faceplates. “Maybe if  _ you  _ kept control of  _ your  _ subjects, I would be able to keep control of mine!”

“Remember your  _ place _ !” Megatron snarled wickedly, bracing himself as the Insecticons scrambled ever-closer, ready to mow the group of them down without hesitation.Airachnid took a step backwards automatically, cowed— however slightly— by the promise of violence in Megatron’s rebuke. Starscream made a terrified sobbing noise from behind the medic, who held his staff with a vague sense of alarm.

Just as quickly as the Insecticons arrived they stopped, close enough to the heels of Megatron and Soundwave that they could have reached out and grasped one of the big brutes. Confused by the sudden stillness, Airachnid turned toward Starscream, who was twisted awkwardly as he tried to keep Macho between himself and the beasts while Dreadwing held him in place by the leading edge of one of his wings, working diligently to scrape some hyper-viscous, gooey substance from the flat piece of armor that protected the seekers wings.

Megatron, who’s attention had been grabbed by the captain’s behavior as well, tilted his helm as the blue mech scraped the last bits of the slag off the air commander’s back. With a beep, Soundwave supplied the answer to nearly everyone’s un-asked question; the chemical composition of the mass flashing across his display, along with its properties and uses. Among those answers, highlighted subtly, was the pertinent explanation.

_ Insecticon Bait.  _

Starscream turned timorously, glancing quickly between the glob in Dreadwing’s hand, the information on Soundwave’s screen, and the hoard of silent, still Insecticons that were frozen just behind his leader. Megatron was looking at Airachnid with a single arched optical ridge, while the femme seemed absolutely flustered— something between outrage and embarrassment painting her faceplates. Soundwave, passive as ever, stood quietly and watched the procession with something that easily could have been mistaken as disinterest. 

“He’s framing me!” Airachnid she demanded, “This is  _ exactly  _ the kind of stunt he would pull— you can’t  _ seriously  _ think that  _ I  _ did this!”

“It  _ does  _ seem exactly like something Starscream would do,” Megatron ceded, causing Starscream to stammer over the opening to a lackluster insistence of his innocence. Before he could get a single word out, Megatron continued. “Which is exactly why he didn’t do it.”

Airachnid jerked backward, confused, and whipped around to glare at Starscream, grasping for any sort of insistence, any proof that she could manage to accuse him, or any insult— any  _ threat  _ she could produce to fling at him. Immediately, everyone in the group save for Megatron and Soundwave, descended into chaotic bickering, filling the small space with noise that was only aided by the excited chittering of the Insecticons.

“That is  _ enough!”  _ He shouted, his voice ringing over the din of his officers, bringing silence to the space once more. He looked at each of them in turn, his optics filled with a dangerous sort of anger. “It seems to me that  _ some  _ of you are in need of having your rolls redefined. We will  _ all  _ return to the bridge and sort these matters out  _ there  _ in an emergency officers meeting.”

“Knock Out, you will take this substance and dispose of it as hazardous material before joining us on the bridge.” He ordered, casting sharp gazes at Airachnid and Starscream as if waiting for them to oppose him. The spider did not look pleased in the slightest, but did not object, and neither did Starscream as he finally let go of the speedster and straightened up. After one last glance at everyone present, Megatron turned and began to head toward the bridge, dismissing them all to either follow or go back to their duties. Dreadwing took a moment to pass the sticky glob off to Macho before hurrying along to catch up with the rest of the crew.

Macho looked down at his hand, then turned and began to hurry off toward the medbay and their quarters just beyond that, a sickening feeling taking root in his spark.

* * *

“I’m beginning to think this whole  _ clone thing  _ wasn’t such a bad idea after all,” Breakdown offered rather absently.

Knock Out opened an optic, peeking up at the bigger mech from where he was sprawled across his lap. “Oh? How so?”

Breakdown laughed, and Knock Out wasn’t sure if it was his conjunx’s beautiful face or the masterful way he worked the tension in the speedsters hands out that made his spark flutter. He chalked it up to a mixture of both. 

“It’s been awhile since I’ve been able to spoil you like this,” the blue mech said thoughtfully, his fingers working in constant patterns to relax his lovers servos. 

“I’ve needed it for a while,” the speedster hummed, letting his optic close once more. He sighed. “You always know just how to work me.”

“I ought to,” Breakdown said, ducking his helm to press a kiss against Knock Out’s crest, “I’ve loved you for just about half of forever by now.”

Knock Out laughed, opening his optics again and sitting up, chasing after Breakdown’s face to return the gesture. They met in the middle, their lips fitting together as perfectly as they always had, like they were made for each other. After a moment, Breakdown pulled away, shooting the red mech one of the smiles the speedster found so stunning.

“Remind me to thank him,” Breakdown said, tilting his helm forward to rest their crests together. “Macho, I mean. For letting us have some time together.”

The red mech didn’t say anything at first, his bright optics roving over Breakdown’s face like the answers to all of his life’s problems were written across it’s beloved copper surface. 

“Darling,” he began, smiling as he brought up the hand Breakdown wasn’t holding to cup the bigger mech’s faceplates. “If we keep this up, I’ll be lucky to remember my name.”

Breakdown laughed, his powerful engine rumbling,and leaned in to kiss the red mech once more. Knock Out felt better than he had in what felt like forever, his spark pulsing happily within his chest the longer he spent in Breakdown’s arms, and he hoped against hope that this reprieve would last forever. 

It was then that the Klaxon began to sound, as if on cue.

Knock Out let out a long, frustrated growl as they broke apart, flopping back down over Breakdown’s legs dramatically, scrubbing at his faceplates. 

“Why does this  _ always happen?” _ he asked rhetorically, frowning at the ceiling. Breakdown ran one big finger along the line of his intake, humming.

“That’s just the life we wound up with,” he offered unhelpfully, waiting for the shipwide alert. Minutes passed by in comfortable silence, Breakdown trailing his digits over Knock Out’s chassis, following the lines of his transformational seams, no sign of an alert in sight.

Eventually, their calm revelry was broken by the sound of the door sliding open.Mim and Sarc walked in, but stopped abruptly as the noticed the position of the two mechs on the berth.

“Ugh!  _ Ew!” _ Sarc barked, slapping one servo over his own eyes and the other in front of Mim’s. “Sorry for  _ interrupting,  _ But Macho ordered us back here because of the alarm.”

“Oh  _ shove it,”  _ Knock Out sighed, chucking a pillow at the younger clone, “Don’t act like we’re doing something disgusting just because you’re  _ jealous.” _

“Jealous! Of you?!” Sarc balked, bending over to pick up the pillow and chuck it back, “ _ As if!” _

Knock Out grumbled and caught the pillow, holding it down over his own face long enough to groan into the thing loudly. When he was done he tossed it aside, pushing himself up on his arms again to address the two with a frown.. “If he’s sent you all back, where is he? Where’s Sadie? Do any of you know what’s going on?”

Mim and Sarc shared a thoughtful look, then both looked back at Knock Out and shook their heads. 

“Sadie was off with the troops last we heard. Chances are he’s still over that way, and should be getting back here any time now.” Mim said, almost apologetically. “Macho hasn’t really told us anything besides that we all needed to come back.”

Knock Out’s frown deepened slightly, despite Breakdown wrapping his arms around him and resting his chin on the speedster’s wide pauldron. 

“Well,” He mumbled, “Isn’t  _ this  _ just lovely.”

As expected, Sadie arrived only a few minutes after the first two clones had, a smug smile on his face even as he entered the solemn quarters. He passed by the lot of them, heading to the back of the room and the cool compartment that was stored there. Knock Out watched him with distrust, his frown ever-present as he observed the mech act as if there was nothing strange about the situation.

“Sadie,” He called, when the clone was half way done stirring additives into his energon. He turned, energon in hand, to regard the original, his only response an absent hum.

“Do you have any idea what this is all about?” Knock Out asked, his voice firm as he gestured to the ceiling and the flashing lights there.

Sadie seemed to think for a moment as he stirred, but ultimately shrugged. “No idea.”

Knock Out knew it was a lie, but confronting the clone about it wouldn’t solve anything. He knew he would have to wait until Macho returned, as much as he didn’t want to; he had a sinking suspicion that this whole situation with the klaxon had something to do with his copies and their errant behaviors.

Thankfully, he didn’t have to wait too long. It barely took a breem from the time the alarm first sounded for Macho to stumble through the door, his faceplates pale and drawn into an expression close to panic.Knock Out rose immediately as he began to enter, meeting him a few steps from the door. Before the original speedster could ask a single question, Macho looked over his shoulder at the three clones sitting there, his expression hardening into something between hysterics and fury.

“Which one of you was it!” Macho demanded, struggling to push Knock Out out of the way despite the older mech’s protesting, “Which one of you needs to be taught a lesson!”

Mim and Sarc both leaned back, but Sadie seemed rather unfazed. Macho struck out over Knock Out’s shoulder, unable to push past the protesting speedster. Knock Out grunted and pushed the first clone away and against the door, reaching into his subspace for his shock prod in an obvious threat. 

“Macho,  _ calm down!”  _ He demanded, jabbing a finger at the oldest clone. Reluctantly— slowly, as if with great difficulty— the clone obeyed, his optics sliding from Knock Out to the younger copies behind him. When he was sufficiently calm, the original stepped back and stared at him.

“First of all,” Knock Out began, “What the  _ frag  _ is going on?”

Macho hesitated, looking almost sickly, before the words began to flood out of his vocalizer. “Something happened, I don’t know what, but Airachnid was having a fight with Soundwave— something about her room I think— and when I got there to see what was wrong, Starscream showed up being chased by insecticons, and— and—”

He jerked, pointing accusingly at his younger clones. “ _ Someone put bait on Starscream’s back!” _

Mim looked vaguely sick. “They were  _ fighting?” _

Macho nodded. “Soundwave hit her so hard she left a skidmark.”

“Oh no,” Mim said quietly, “I didn’t mean for her to get in trouble! I was just doing what Sarc asked me to!”

All optics turned to Sarc, who spluttered almost theatrically. “I didn’t— I didn’t ask him to do anything! I might have made a— a  _ joke _ , but I didn’t actually  _ order him—” _

“Oh no!” Mims said again, distraught, “I made another mistake! I tried really hard to figure it out like you taught me and I thought he was actually asking!”

“That’s not even important!” Macho demanded, “Who put the bait on Starscream!”

There was a silence, all of the sudden. Knock Out looked at Macho, then Mim, then Sarc, then finally Sadie, who was still nursing his energon.

“Insecticon bait…. Insecticon bait…” Sadie hummed thoughtfully, tapping his finger against the side of his cube. “... Is  _ that  _ what that was?”

Macho bristled, every plate on his frame flaring outward, his optics dilating as he lunged once more for the errant clone. Knock Out barely caught him, slamming him back against the door again and holding the business end of his shock prod close to his face with a barked command for him to calm down again. The oldest clone vented heavily, his servos wrapped around Knock Out’s wrists and his optics locked on Sadie.

Knock Out shook him to get his attention, as just as soon as his optics slid over to the original’s face, his angry expression began to morph into something desperate. Knock Out watched as the clone’s optics began to water, his dentae bared, his optical ridges knit together.

“Please, Knock Out—” He began, his voice supplicant, “Please— I said I could do this, I said I could manage this, and I can! I can do it! I just— I need help! You can still— I can still keep them under control and you can still have your time to relax, just like I promised you, I just— I need the fifth clone.”

“No,” Knock Out said slowly, “We don’t need the fifth clone. No.”

Macho crumbled slightly, flexing his servos like he was in the middle of choking something death as he struggled to get his anger under control.

_ “Please,” _ He said slowly, “I know this all looks bad but if I could just get an assistant— another manager to work  _ together  _ with, I could make this,  _ all of this  _ right!”

There was silence. Knock Out watched the clone for what felt like a long time, reading the desperation in his optics as he waited for an answer. He personally knew that the last clone would be a mistake; The first four showed a clear deviance from the norm, by no means perfect copies, each of them having their own personalities and goals that didn’t necessarily mesh well with his own. It was Macho alone that Knock Out felt was aware enough to actually care about furthering his creator’s goals, and he held no hope that the others would come around no matter the time given to them to do so.

It was a bad Idea, but Macho had worked hard— harder than he needed to— just to keep his promise to the original. 

“I’ll... think about it.” Knock Out sighed finally, turning his helm away slightly. “I will  _ just  _ think about it. That’s it. This isn’t a  _ yes _ . I’ll  _ think  _ about it.”

Macho brightened considerably, though not enough to make the older mech think his emotions had been artificial. “Thank you! Thank you, Knock Out! You won’t regret it!”

The clone pushed past him and began to hand out orders to mitigate the situation they were in, but Knock Out watched hollowly.

He  _ would  _ regret it. He  _ knew  _ that he would.

**Notes for the Chapter:**

> We're almost at the end! The next chapter is pretty long, just about 15k words, and i apologize for the chapter length irregularities ^^; 
> 
> As always, thank you for reading! Please let me know if you see any major errors, and I'll see you next week! 💕


	5. Chapter 5

It was eerily silent aboard the Harbinger. 

Of course, Knock Out hadn’t expected the ship to full of life and sound all of the sudden; He had been here twice before, and was familiar with how little sound breached the hull of the wreckage. If he strained, he could make out the distant concerto of earth creatures as they cavorted in the moonlight, made whisper quiet by the heavy duty hull of the warship. 

This time the silence was different— almost  _ solemn—  _ as if the ship itself knew his actions here would damn him.

He stood at the console and stared across the dimly lit space to where one single protoform was held with resignation. This was a mistake, and he knew it. The  _ whole thing  _ had been a mistake— one that he regretted deeply. Macho had insisted, though, had  _ begged him  _ for this last chance to get things under control, and Knock Out felt strangely indebted to the clone for his efforts. 

So, Knock Out was going to humor him. 

With great reluctance, he pressed the button and began the cloning sequence. 

Electricity crackled around the room, casting long and dramatic shadows around the space. He watched as the last little bit of energon that he had donated to the machine disappeared from the vial, then as the biolights on the protoform lit, its plating began to shift, and the greyish hues on its chassis began to give way to the glossy red of his own finish. It was a fast process, taking no longer than any of the other times Knock Out had used the machine, but this time it felt as though it had taken a small eternity. 

It wasn’t until the new clone dazedly stepped down from its cradle and clumsily made its way over to him that Knock Out cycled a vent he hadn’t realized he had been holding. They were both silent for a moment as Knock Out’s memories began to take root in the new clone’s processor, thankfully relieving Knock Out of the burden of explaining the situation to him. 

Once things had settled, the clone straightened up and smiled coyly at his creator, his engine rumbling suggestively.

“Well, hello there handsome,” The mech purred, ruby optics roving hungrily over every line and curve of his plating as he leaned over the console,“You  _ are  _ a sight for sore optics.”

Knock Out frowned uncomfortably. He had never thought a  _ compliment  _ would make him feel so awkward. Without replying, he turned around and took a few steps away from the control panel, putting space between himself and the new clone that he had mentally dubbed  _ Flirty  _ as he commed Breakdown and asked for the bridge to be opened.

When he turned back around, Flirty was admiring himself in the same unpowered display that Macho had preened in front of so long ago. He frowned again as he stepped up behind the new clone, his face serious and his posture tense. After a moment, Flirty seemed to notice his presence in the mirror, smiling at his creator with something close to pity.

“Darling, don’t make faces like that,” He admonished, batting his optical shutters coquettishly, “Primus forbid you get stuck that way.”

It took all of Knock Out’s willpower to keep from frowning further. “Breakdown is going to open a bridge for us. I assume I don’t have to remind you that we need to be discreet.”

Flirty waved him off nonchalantly. “ _ Really, _ darling, I’m a  _ professional.  _ I wouldn’t  _ dream  _ of being anything else.”

The statement didn’t do much to mollify Knock Out, but before he could further stress the need for secrecy the ground bridge spun into life at the far end of the room, casting its equipment and occupants in a greenish glow. Flirty looked to the portal for a moment, then swung his smoldering gaze back to his wearied creator, a smile creeping across his faceplates. Something like a conversation passed between them, wordless as it was, before the clone strode forward fluidly and disappeared inside the vortex.

Knock Out took a moment to look around the room, in search of anything else that might be of substantial use, or anything that might have posed a hazard if it was left running. In reality, he knew he was stalling— looking for any excuse to avoid facing the consequences of his actions, like he always did— and, with a sigh, turned toward the ground bridge. The whole situation was his fault, and he knew he was as bad as Starscream for not facing the music. 

Knock Out had stooped low in his career as a Decepticon, but he wasn’t about to stoop to Starscream’s level.

With that thought, he squared his shoulders, cycled a long vent through his systems, and marched through the portal.

The ground bridge control room looked almost identical to the way he had left, with the lights dim and gloomy, and the majority of the equipment silent in standby. The door was still shut tight, and Macho was still in the corner where he’d been pacing before Knock Out left. He seemed to have calmed somewhat, now standing rigid and still against the wall, his face still tight with something like anxiety.

Knock Out followed his gaze, and quickly came to the realization that Macho’s stillness wasn’t the product of a newfound calm, instead coming from a shocked and horrified sort of morbid curiosity. 

Instead of standing solemnly at the control panel, Breakdown was leaned over it backward, as if trying to separate himself from Flirty. The speedster’s slick red frame was pressed in close to the ex-wrecker, his long silver talons plucking expertly through the seams of the thick armor around Breakdown’s hips, tugging at wires and playing over spans of protoform as the clone mouthed at the top of the blue mech’s chest plate, unable to reach the more sensitive metal of his throat. 

Breakdown’s hands were planted firmly behind him against the console, preventing him from falling onto the control panel and potentially damaging it or causing a malfunction of the portal itself and effectively leaving him helpless to pry the clone out of his plating. His optics swung pleadingly to Macho, snapping the astonished mech from his stupefaction In the same moment that the older clone began to lurch forward, his revolted optics falling onto Knock Out, who was already halfway across the room himself. The truck followed the clone’s gaze to his conjunx and startled.

“Knock Out, it’s not what—” The blue mech began, as if there were any doubt about who was at fault for the situation. Flirty’s helm turned lazily toward the end of the room where the spacebridge stood open, but was stripped of any reaction beyond that as Knock Out grabbed his arm, yanked hard, and spun on his peded. They twisted together, spinning away from the bigger mech until Knock Out had twisted Flirty around his shock prod, it’s long handle pulled tight against the clone’s throat and pressed hard into the back of his pauldrons, his arms pulled up, back, then down over the weapon to put stress on his rotators. 

The original speedster pinned Flirty to the floor that way, with one knee trapping his hands behind his back and Knock Out’s free hand pressing down ruthlessly on the back of his helm as if to stress-test the clone’s intake. Flirty choked beneath his creator, twisting fruitlessly in an attempt to escape. Knock Out leaned down, putting all his weight on the clone’s servos as he did, and yanked Flirty’s helm up by his crest.

The clone met his gaze, his normally red-hot gaze driven wild, white-eyed, and erratic with the instinctual fear that nearly all creatures had when faced with certain death. Something in Knock Out was pleased to see that the impudence had been chased from the contemptuous clone’s optics, ignoring the strange tightness in his throat as he leaned closer, until their helms were nearly touching.

“I don’t care who you look like, what you remember, or who you think you are,” He promised darkly, the words spilling out of him in a venomous flood, “If you ever so much as  _ look  _ at Breakdown without his permission again, there won’t even be a skidmark left to tell you were ever alive. Understand?”

With great effort the clone nodded, his optics watering and his face hot and flushed from the lack of circulation to his helm, and Knock Out took his time to rise back to his pedes and free the younger clone from the hold with a single rough upward yank of his staff. Flirty rolled over onto his side, clutching at his throat and wheezing as his systems struggled to cool his processor and reach equilibrium once more.

Knock Out watched him with no small amount of disdain, his grip tight around his staff and his mouth a hard line. His attention was only pulled away from the writhing mech by the familiar sound of Breakdown’s approach, however hesitant it was. As soon as the big mech was within arm's reach, Knock Out grabbed for his servo, thumbing the back of it slowly. He wasn’t sure whether it was meant to calm himself or to calm Breakdown, but the big mech seemed to appreciate it if his reciprocation was any indicator.

“You’re not mad at me, are you?” Breakdown asked softly, ignoring the newest clone as it struggled to it’s hands and knees at macho’s approach. The older clone yanked the younger to his pedes and pulled him away from the couple, propping him up in the corner and speaking to him in grave-sounding hushed tones.

“No, no, no,” Knock Out assured quickly, reaching up with his free hand to cup Breakdown’s cheek. “No, darling, never. I know you’d never do something like that to me. Are you alright?”

The big mech muttered something affirmative, reaching up to cover Knock Out’s servo with his own against his face. “Just a little confused. Never thought I’d have someone almost as pretty as you getting handsy with me and find it so…  _ gross.”  _

Knock Out huffed something like a laugh, a slow and private smile appearing on his face despite his concern. Breakdown smiled back, further easing Knock Out’s mind, but before they could enjoy one another’s company further, a shout rung out from across the room.

“ _ You  _ want  _ me  _ to help  _ him,  _ after you just  _ stood by _ and let him  _ mech-handle me?!”  _ Flirty cried, flinging his arms up over his helm angrily. Macho shoved him back against the wall harshly, saying something to him that was too low to hear properly. Flirty shoved him back, jabbing him in the chest plate with both servos as he growled something back at the older clone. Macho shoved him back again, grinding the heel of his palm into the younger clones pauldron hard enough to pry a yelp from him. 

Whatever Macho said seemed to quelle Flirty’s attitude, the newer mech curling his arms toward himself and settling down into the corner reluctantly, watching the other clone with bright red optics and an unflattering frown as Macho crossed the room toward Knock Out and Breakdown. He stopped a few steps away from them, crossing his arms over his chestplate uncomfortably.

“I’m sorry,” the clone said softly, his optics locked on the floor, “I should have moved sooner— should have stopped him. I’m sorry he’s already causing trouble, but we’ve come to an understanding and I don’t think it’ll be a problem again.”

“It  _ will,”  _ Knock Out said with a sigh, “But I appreciate that you’re trying to keep your promises.”

Macho looked up, given pause by his creator’s words. His confidence was a tenuous thing, something he’d been struggling to keep about himself since the first few days after he’d been brought online. Hesitantly, he shook his head. “No, it won’t. I promise. I’ll fix this— I’ll fix everything.”

Knock Out gave him an exhausted, long-suffering look, heaving another deep vent.

“I know,” He said softly, patting the mech on the shoulder gently, “And I believe in you.”

Before he could properly reply, Knock Out tugged on Breakdown’s hand, leading the big mech across the room and toward the door, passing both clones as he did. Macho watched them go, running his dentae over his lip anxiously as they disappeared, unable to decide if Knock Out’s lie had been better or worse than his own.

* * *

Astonishingly, things didn’t take the immediate nosedive that Knock Out had been preparing for. 

Tasks were still getting done. The workflow was preserved, even if it wasn’t at its peak like it had been when it had just been the first two clones, and Megatron still looked favorably upon them— even if he wasn’t aware there was more than just a single speedster. Of course, there were still squabbles— the less mature of the clones were unhappy with their assignments, and Knock Out couldn’t blame them for that considering they hadn’t been given much choice when they were brought online. Macho stayed on top of them, though, and herded them with discreet diligence to their posts every day.

Knock Out could tell that his oldest clone was working hard to fulfill his promise, and he would admit that things were holding together fine for the most part, regardless of the fight the original clone had to put up to keep it that way. It was almost,  _ almost  _ enough to settle the feeling of defeat and dread that had been haunting the medic, but his negative proclivity was just too stubborn to let go so easily. 

That Starscream’s well-merited suspicions seemed to be coming to a head did nothing to relieve him of the feeling. If the seeker’s insistent snooping had been irritating before, it was unbearable now. It wasn’t uncommon for one of the clones to leave the quarters on their way to their station, only to find the winged mech looming near the end of the hall, waiting and watching. His dogged chaperoning added a new level of difficulty to coordinating things, but Macho kept up with it gamely, simply shifting the majority of work to the off-cycle when the seeker was powered down and unable to stalk them. 

Even his attempts to confirm his suspicions by contacting the relevant groups of vehicons or other officers didn’t work in his favor, thanks to the staggered manner in which each task was assigned. Somehow, the group of them were able to continually baffle the seeker’s plans and keep the reality of their situation away from him, which only served to further anger the air commander.

Roughly an Earth-month went by like that, the lives of the clones and of Knock Out himself being played out like a demented game of keep away, before Starscream finally snapped.

Sarc had been manning the medbay as usual, lounging in the small office space that was attached to the room and lazily typing up reports on this and that benign thing, contented with his rather indolent responsibilities. Before the alarm could even chime to alert him of the new occupant in the medbay proper, the sharp sound of heels clicking across the floor and a furious bark of his name portended Starscream’s arrival. 

With a sigh, the clone set the datapad he was working with aside, lowered his pedes from the console he’d had them propped up on, and heaved himself up out of his chair in time to come face-to-face with the seething air commander. He shot the taller mech an expectant look that was tinged with chagrin, but Starscream cut him off before he could live up to his name and deliver a snide remark.

“This is your _last chance _to come clean,” The seeker growled as he leaned in to Sarc’s face dangerously, all malice and intimidation. “My loathing for you is beginning to greatly outweigh your usefulness and I _will not _hesitate to terminate you!”

Sarc frowned at him, his expression somewhere between disgust and confusion. "What are you on about, Starscream?"

_ "You!"  _ the seeker demanded, jabbing a finger at the red mech, his talon digging an ugly furl in the clone's finish. "I  _ know  _ about the red energon, and I  _ know  _ what you’re aiming to do— but I’ll tear my own wings off before I let you take what is  _ rightfully mine!” _

“Red energo—  ** _what _ ** red energon?!” Sarc demanded, smacking Starscream’s hand away and covering the new blemish with a servo. “What are you  _ talking about?!” _

Starscream looked rather put upon, as if he’d just been asked to explain something simple for the umteenth time. He slouched slightly, rolled his optics, then leaned back into Sarc accusingly, jabbing his finger at him again. 

“Stop. Playing.  _ Stupid!  _ I  _ know  _ you’re aware of my scientific background— and while everyone else on board may not be inclined to notice the discrepancies in your actions and behavior,  _ I have!  _ It doesn’t take much to deduce you’ve found a sample to abuse.” He explained venomously, now close enough that Sarc had to lean backwards to keep their crests from touching. “You’re everywhere at once, doing things you shouldn’t have the energy to do, getting between jobs faster than even a seeker could!”

Sarc pulled a face, something pensive and solicitous, and gently braced his servos on the seeker’s chassis, pressing him back firmly. Starscream allowed it, as if he himself was confused by the speedsters reaction, his optics darting from the hands pressed against his chestplate to Sarc’s strange expression. 

“You’re  _ seeing me everywhere?” _ the medic asked, concern in his voice, “And you think I’ve found one of the,  _ what,  _ ten rarest strains of energon ever catalogued  ** _and _ ** somehow kept that from the entirety of high command?”

Confusion growing now that he heard his own accusations from someone else— someone  _ other  _ than Megatron, who made  _ all  _ of Starscream’s deductions sound foolish— Starscream seemed to falter, his wings drooping on his back. “Yes?”

“And you _believe _that? You _believe _that I could do that, that _Breakdown, _my _hypervigilant conjunx_ _Breakdown_, would let me do something that dangerous?” Sarc continued. Starscream shrunk backwards somewhat, cowed but unwilling to admit as much.

“Ah— Yes!” He exclaimed, as if he still had confidence in the idea. 

The medic looked at him for a long time, his expression serious and betraying nothing. It was under that intense, nearly expectant gaze that Starscream’s certainty splintered into pieces. He visibly backpedaled as he took a step backward, putting enough room between them that Sarc no longer had to use his servos to maintain distance between them, and his gaze fell to the floor with nothing short of anxiety.

“I think you should let me run some tests,” Sarc suggested, unobtrusively following Starscream as the seeker sunk back. “That doesn’t sound very… well, forgive my frankness, but that doesn’t seem very  _ sane.” _

“Are you  _ implying  _ that I’m  _ crazy?!”  _ Starscream demanded, bristling, happy to cling to anything that would sidetrack him from facing the absurdity of his original accusation. “Why am I bothering to  _ ask?! Of course  _ you’re implying that! If you convince the rest of command that I’m crazy— unfit to lead! — you think you’ll secure my position as Megatron’s Second!”

“I’m not implying anything like that.” Sarc raised his servos placatingly as he spoke, his voice level and cautious.“Lord Starscream,  _ listen  _ to yourself,  _ please. _ I only meant that you could be victim to some sort of toxin. _ ” _

Starscream stopped again, blinking thoughtfully as he considered what he’d just spouted off about. His expression faltered momentarily, betraying his newfound inner turmoil, but was quickly schooled into something formal— if harried.

“That… was a test,” Starscream offered unconvincingly, straightening up and folding his servos behind his back. To his credit, he didn’t shy from his excuse despite Sarc’s unimpressed look.

“A test?” The clone asked flatly. Starscream nodded, doing his best to keep his shoulders squared and his chin high. 

“Yes, a test. To see if you are still prioritizing your duties as the ship’s commanding medical officer while taking on these extra assignments.” The seeker explained, his over-expressive wings broadcasting his anxiousness unabashedly. “You… are. You passed. Congratulations.”

Without waiting for the medic to reply, Starscream turned on his heel and beelined toward the door he’d entered through, his long quick strides nearly being too hasty for Sarc to match. He followed at the Air Commander’s heel, reaching forward to grab the seeker by the arm before he could slap the access panel and escape. 

Starscream whirled around, ripping his arm from the speedster’s grasp. “ ** _Do not touch me!”_ **

Surprised by his own outburst, the seeker sank back, watching the shorter mech with optics that were wild, like an animal backed into a corner. They stared at each other for a moment, Sarc’s posture sincere in it’s concern despite the way he blocked the door with his own frame.

“Let me  _ go,”  _ Starscream demanded again, though with much less fire than the screech he had delivered moments before. Sarc shook his head slowly.

“You’ve only just recovered from being  _ mauled  _ by Insecticons. You didn’t even let me see you after that. There could be toxins—  _ venom— _ affecting your systems, making you delusional, altering your perception of reality!” The clone insisted, straightening up after a beat. “I can’t force you to stay here or undergo tests, Starscream, but as your doctor  _ and  _ your friend, I  _ have  _ to suggest it before you end up dying from something that’s easily treated.”

Having said his piece, Knock Out stepped aside, opening the door and providing the seeker freedom to leave if he truly wanted to. The seeker’s reaction was not an instantaneous thing like Sarc had inspected, but instead a slow unraveling, as his strict and formal facade was broken down to make way for uncertainty. His optics flickered to the floor, a begrudging frown on his faceplates, then up to the diagnostic berth nearest the medic.

Before he could act on whatever decision he had come to, the door on the far end of the medbay snapped open. Megatron strode through it, stopping a few steps into the room to observe the situation he’d walked into as Airachnid and Soundwave stepped in behind him. Sarc turned, and burying his annoyance, did his best impression of Mim as he bowed. Starscream startled slightly, straightening up to attention as the ex-gladiator took in the scene.

“Am I  _ interrupting something,  _ Starscream?” The warlord drawled slowly as he approached, heavy pedefalls eating up the distance between them. 

“N— No, my lord. I was simply…” He glanced imploringly at the red mech as he tried to find the correct lie. 

“We were conferring about my duties,” Sarc finished for him, dipping his helm slightly as he folded his servos behind his back. “Starscream was ensuring my work as a medic was still up to par even with my extra duties.”

Megatron lifted an optical ridge as he stopped a few paces from them, looking appraisingly at the seeker. “Is that so? I trust you found his skills reliable as always.”

“Yes, my lord,” Starscream said, slowly returning to his usual waspish self as paranoia bloomed within his spark. He shot the clone a suspicious look from the corners of his optics. “Reliable,  _ as always.” _

For whatever reason, the admittance was enough to bring a toothy smirk to Megatron’s face. Sarc wasn’t too incredibly worried about the strange behavior between the two, more concerned with keeping himself— and by extension, the rest of the clones— out of hot water to care if he missed a few nuances between Megatron and his favorite  _ sparring partner.  _

“Good. Very good.” The grey mech said slowly, his voice like gravel. “I’m glad you approve of him, considering he’ll be taking your position as second in command.”

Everything stilled for a beat, as though time had truly stopped for everyone in the room. Sarc blinked up owlishly at Megatron as if looking for the punchline, but the big mech was too busy staring his Air Commander down to notice the medic’s reaction. 

Starscream was gamely keeping his face free of expression as he stared at the floor, but his wings gave him away once again, telegraphing the stellar fury that seethed within him, growing hotter and denser with each moment that passed by. Behind Megatron, Airachnid startled, not bothering to hide her own loathing.

“ ** _What!” _ ** She barked, every limb quaking with hatred. Megatron whirled to her, arching an optical ridge expectantly, as though waiting for further elaboration.Made fearless and uninhibited by her anger, she lurched forward on her auxiliary limbs, raising herself as close to his height as she could. “ _ You promised that position to _ ** _ me_ ** _ !” _

Megatron straightened up slightly, still towering over the femme as he did. To her credit, she didn’t seem imposed by his form.

“I did no such thing.” He corrected slowly. “I spoke to you of the  _ opportunity _ you had to secure that position given your performance. Since then, you’ve assaulted the charge of an officer, assaulted said officer directly, stole property, allowed those under your control to be insubordinate, damaged crucial ship system, impeded upon the operations of my soldiers, and shown a tendency toward negligent insubordination yourself. Altogether, I believe your performance has left something to be  _ desired _ .”

“ _ This isn’t over _ ,” She hissed venomously. Every line of her frame, from the curves of her fangs to the spear-like tips of her auxiliary limbs, held the threat of violence and suffering as she stared down the red speedster. Sarc was sure she would have lunged for him if not for the steel wall of Megatron’s frame keeping them separated. 

He opened his mouth to respond, to fling an equally scathing quip at her now-retreating back, but he simply couldn’t find the right words to do so. Instead, he looked at Starscream, who now forwent circumspection and glowered at him hatefully— as if he had just condemned the seeker to death. Sarc floundered, scrambling to gain control of the situation, to maintain the strange half-trust he’d worked so hard to foster in the seeker, but Starscream was apparently disinterested.

“ _ Congratulations, commander. _ ” The seeker ground out, bowing to the red mech with great effort as Megatron turned back toward them. He looked up at Sarc from below his optical ridges, his optics sharp and unforgiving, before straightening up, bowing to his Master and immediately quitting the room.

Megatron told him something— gave him orders, perhaps— and Sarc was sure he could recall what he was told if he could concentrate. His mind was elsewhere, however— preoccupied by the grim promise he had found in Starscream’s eyes. As soon as the medbay had emptied and he was alone again, he dashed toward their quarters, very suddenly filled with urgency.

Something told him that this was the beginning of the end.

* * *

Unfortunately, that  _ something _ turned out to be right, and as the days passed things began to fall further and further apart, regardless of how much work Macho put into keeping everything in order. 

In Knock Out’s opinion, it was a foregone conclusion; he knew there was only so much one mech could do— in fact, that had been the sentiment that drove him to bring Macho online in the first place— and his confidence began to wane the moment that Sadie and Sarc had been created. He had known then and there that the whole plan had been a mistake, but Macho had  _ insisted  _ he could handle it, and Knock Out had been willing to cling to the tiny shred of hope that the eldest clone’s claims provided. 

At the time, it had been better than facing the fact that he had made such a grave mistake.  _ Now,  _ Knock Out cursed himself for not accepting things sooner and potentially saving himself from the absolute catastrophic failure he knew they were heading towards.

It wasn’t as if Macho had suddenly stopped trying; He was dogged in his efforts, toiling endlessly to preserve their facade and keep things running smoothly. There was no shortage of tenacity from the eldest clone— but his near-mindless perseverance came at the cost of his own health. He frequently forgot to refuel, his stack of rations sitting untouched in the cool compartment as he chased the newer clones to and from their posts with strict punctuality. 

He forwent recharge in favor of taking advantage of the calmness the off hours provided to organize the communal work schedules, and as much as he tried to hide it, the lack of rest was wearing him down quickly. Knock Out had a sinking feeling it would be their downfall, and as time went on that feeling began to prove itself right. Slowly but surely control began to slip through Macho— and by relation, Knock Out’s— grasp.

The earlier frustration the three youngest clones had felt began to manifest itself as pure disobedience.While their rebellious attitude used to be kept in check by Macho’s threats of violence, they could only tolerate the same bluff so many times before it lost its effectiveness, and it was easy to see that they had crossed that line some time ago. 

Orders began to be ignored; Macho would chase Sadie back to his work only to find Flirty surrounded by a gaggle of swooning vehicons, his responsibilities forgotten ages before, or would finalize explaining a task to Mim just in time to find Sarc deep in recharge despite the line of patients in the medbay. Duties were finished later and later until, finally, they started to pile up once more, filling Knock Out’s inbox with requests and filling his spark with anxiety.

The longer their unruly behavior went on and the more common it became, the more exhausted Macho became— and as Macho became more and more exhausted, his temper began to flare. More arguments would flare, and more fights would be started the longer things went on. As the oldest clone, Macho nearly always came out on top despite how little energy he had to spare for such things, and it was apparent that losing to the more experienced duplicate was a humiliating thing for the newer members of the group.

He would put them in their place each time they challenged him, and for a while after that they would be cowed by their defeat, but never for very long. Their obstreperous behavior would simply find other ways to manifest itself; The less inhibited of the speedsters— namely Sarc and Flirty— would wander off from their posts in favor of chasing their own desires, which were often similar in their mutinous nature. Heedless of their proximity to one another, uncaring of what consequences their cavorting would have on the group or their collective reputation. 

It became abundantly clear in the span of only a few earth days that none of the clones— save for Mim and Macho himself— were even  _ pretending  _ to be interested in helping Knock Out. Macho’s answer was, of course, to try and force them into submission, even going so far as to initiate fights himself regardless of his creator’s advice to the contrary. 

Knock Out did his best to help keep the situation under control, but his time was preoccupied serving as Megatron’s right-servo mech, making long appearances on the bridge to help support his newly obtained reputation. For as much as he wished he could step in and set things straight, Macho insisted he had it under control and nearly begged Knock Out not to intervene in any significant way.

The original medic did his best to do as his creation asked, and instead spent his time picking up half-completed assignments and making sure to route the rest of the troops  _ away  _ from his troublesome lookalikes— but like most points of calm in Knock Out’s life, it wasn’t meant to last. 

The breaking point came later into the evening one day, just as Knock Out had been dismissed from the bridge to see to his other duties before the off-cycle. As the big door slid shut behind him, he was approached by a vehicon who looked like he had seen better days, with big ugly streaks across the paint on his armor, a crack webbing its way across his visor, and a gnarly gouge dug out of his dented faceplate, as if someone had tried to take a bite of his helm.

Knock Out remembered the mech very vaguely as one of Airachnids' favorite targets to use as a plaything for her Insecticons. Though he carried a weapon like all soldiers aboard the ship, the unfortunate spark had no training to defend himself with, having been brought online to work as a technician at various stations around the warship. 

The speedster couldn’t help his confusion as the fumbling mech shuffled his way closer, his anxiety so strong that the medic could swear he heard the vehicon’s plating rattling against itself. His optical band was aimed at the floor and his servos were tucked close to his chassis, but there was a silent sort of expectancy in the way he held himself that made Knock Out feel as if he had forgotten some promise made to the shorter mech.

Resetting his vocalizer as he tucked his work datapad under his arm, Knock Out asked, “Can I help you?”

The vehicon was silent for so long that the situation very nearly became awkward, but the strange shuffling the mech did was enough to let the medic know he was simply trying to work up the right words. It wasn’t uncommon to find vehicons who were entirely nonverbal, especially after they’d had a traumatic experience, and— so far as the speedster could recall— this mech was one errant grenade short of subspacing his own vocalizer.

“ I’m here ,” He said finally, his voice quiet as he knotted his digits together, “ for our date?”

For a moment, Knock Out didn’t quite assimilate what the smaller mech had said— but when it finally hit him, he felt like he might come apart at the seams then and there. It was glaringly obvious who had put him in this situation, and it took all of his willpower not to let the molten fury he felt in his spark show across his face. 

It was only hours later, once he’d entertained the unfortunate mech long enough that he could let the vehicon down softly and made it back to his quarters that he could let it rush out of him like an avalanche of pure hatred. 

He slammed his fist into the access panel, took one sharp step into the room— just enough for the door to close and cut off the majority of the sound to the outside world— and let loose a guttural howl of Flirty’s moniker. All movement in the room stopped, even the fight that was a few scathing comments away from blooming into an all-out brawl, as Knock Out stalked forward toward the mech at the back of the room.

Sarc and Sadie, who had been poised to cold-cock one another, promptly let each other go just in time for Macho and Breakdown to yank them backward out of the speedster’s way, the four of them awestruck by the sheer malice of Knock Out’s tone. Mim, who was curled up at the end of the berth, wrapped the thermal tarp over his helm until only his optics were visible, unwilling to place himself into the confrontation. 

Knock Out didn’t mind it much; all of his focus was on the youngest clone, who shamelessly lounged across the counter at the back of the room, legs dangling over the end and one arm hanging by his side, a cube of energon in his servo. He didn’t seem at all perturbed by Knock Out’s bellowing or his approach, his expression aloof and unworried as the space between them grew smaller.

When the speedster drew near enough to his creation, Flirty lifted his arm, transferred his cube over to his unoccupied servo, then reached up to poke Knock Out in the chest, apparently pleased with himself. 

“You never said  _ anything  _ about the rest of the ship,” The clone sing-songed smugly, stretching upward to try and flick at his creator’s face cheekily. Knock Out caught his servo and squeezed harshly, twisting the younger mech’s arm hard enough that Flirty dropped his cube and scrambled to sit up and find some relief from the pressure.

“Get up,” Knock Out said, yanking the other to his feet and half-turning to the rest of the room. “ _ All _ of you. We need to talk.”

Breakdown looked concerned almost immediately, glancing around at the rest of the clones before letting go of Sadie to cross the room and get closer to his upset Conjunx. When he was near enough, he wrapped one of his big hands around Knock Out’s rerebrace in an attempt to soothe him. Something in Knock Out softened visibly at the bigger mech’s proximity, but it was a small thing. When the speedster looked up at him, Breakdown asked, “What’s wrong?”

“I’ve had enough,” Knock Out declared flatly, squeezing Flirty’s hand again to stop the clone’s attempts to free himself. He glanced to the clone in his grip, then to the group of older clones at the opposite end of the room, where they had all begun to congregate, their earlier squabbles apparently forgotten. “This has gone on long enough. Too long, actually. I’m putting an end to things.”

The statement sent a chill through the room.Flirty fell still beside Knock Out, and the quiet whispers from the others died in an instant, filling the space with a grim silence. They looked at their creator with a palpable sense of dread, their various imaginations running wild with the implications of Knock Out’s statement. 

“Do you have… a  _ plan  _ or something?” Breakdown asked softly as he shifted with discomfort. The red mech nodded without hesitation, though it was a solemn thing. 

“Something like that,” He tried to assure, knowing it wouldn’t be all that effective. “All I need you to do is work the ground bridge for us.”

“Where are you going to go?” Breakdown asked as Knock Out began to move, tugging Flirty towards the door and the gaggle of duplicates that served as his siblings. 

“There’s a cave on the planet’s surface in the Nemesis’ flight path. It’ll be big enough for us to sort things out in.” The speedster explained, stopping to regard his creations. After a moment of scrutiny, he made a strange waving gesture with his servo. “Come on, boys. Let’s get this over with.”

However reluctantly, the clones obeyed.

Getting everyone to the bridge control room was tricky, but no more difficult than organizing them all to be out working was. Breakdown walked with Mim to the control room, keeping the nervous mech company while the rest of the clones took turns walking the metaphorical plank to join them. They came one by one, each as somber as the last and silent in the way that only someone facing their death could be. 

A few minutes after the last clone made their way to the bridge room, Knock Out arrived. His expression wasn’t nearly as perturbed as his creations, but it wasn’t hard to imagine why. He looked at them and paused as if to speak, but after a few moments it became clear that he didn’t intend to say anything. Instead, the silence in the room turned pregnant, like a shouting match might erupt at any moment.

Breakdown looked at the clones— all of them were huddled together, silent and expectant. Even the ones that seemed colder were within close proximity to their brothers; Sarc stood in front with his arms crossed over his chest, Mim clinging to his left arm and hiding behind him while Sadie stood on the right, watching Knock Out with the look of a caged predator. Macho stood just to Sadie’s left— likely to keep a handle on the least predictable member of their group— with a guarded expression on his faceplates, while Flirty stood behind the both of them, using them like living shields. Breakdown watched them for a frown, then looked to his conjunx, who had moved to put coordinates into the console to Breakdown’s right. 

“What are you going to do?” Breakdown said as he stepped closer, asking the question that was on the mind of nearly everyone present. Knock Out finished typing in the location he needed, then turned to regard the big blue mech, seemingly giving the question some thought. 

“I’m going to take care of things.” Knock Out declared after a moment, his answer frustratingly vague. “I’d say more, but— Primus forbid I ever get found out— you need some plausible deniability.”

“You don’t have to protect me,” Breakdown said, leaning slightly to stay in Knock Out’s field of vision as the speedster pressed a button and the ground bridge vortex sprung to life at the other end of the room. 

“I know I don’t,” Knock Out said, “But I’m going to anyway.”

His tone brokered no argument, and though Breakdown opened his mouth to protest, he couldn’t find the words to do so. In the absence of another objection, Knock Out shot his Conjunx a hint of a smile, then turned toward his clones and gestured at them to follow. Breakdown watched with a defeated sigh as they all turned and shuffled after him, disappearing into the vortex one by one until he was alone.

The cavern they stepped out into was unremarkable; its gaping maw was a natural product of time, created vorns ago when glaciers roamed the planet’s surface, refined by the flow of the river left in it’s wake. Stoney growths hung like teeth from the ceiling high above their helms, dripping mineral-rich water in a steady rhythm to their twins on the floor below. Some of the structures that rose from the ground were smashed and broken, creating a pathway to the back of the cave. Deep grooves were ground into the floor, a tell-tale sign of the mining operation the Decepticons had once hosted here.

Where once the clones had been solemn and resigned to their fates, repulsion and desperation now bloomed. The more concerned exchanged flustered glances as they watched Knock Out take a few steps further into the cave, seemingly unperturbed by their dank surroundings. Even the gritty mud that coated the floor didn’t bother the original mech, and that aloofness— the distant, uncaring persona that Knock Out projected— only proved to further distress his creations.

After a moment of looking further into the darkness where the cave eventually split into a maze of mining tunnels, Knock Out turned to regard the clones. Sarc chose that moment to spring forward, interrupting his creator before he could utter a word. 

“Here? You’re going to kill us  _ here?  _ In some muddy, dirty, disgusting  _ hole in the ground  _ in the middle of  _ nowhere?”  _ He demanded. Behind him, the sheer mention of their potential execution made the entire group of clones flinch as if struck. “Don’t you think after everything— after all the work we did for you— we deserve something a little more— more  _ dignified! _ ?” 

Knock Out blinked at him owlishly, confusion slowly spreading across his face.“What are you  _ talking  _ about?”

“You— You’re gonna ‘ _ put an end to things’ _ ?” Sarc said, gesturing to himself and then looking back to the rest of the clones, who nodded as if to back his statement up. “It’s  _ obvious  _ you’re planning to kill us, but couldn’t you have picked somewhere  _ nicer? _ ”

“You think I brought you here to  _ kill you? _ ” Knock Out asked as he shook his helm, his confusion deepening, “If I wanted to kill you, I would have done it in my quarters and saved myself the trouble.”

Sarc blinked, his mouth hanging open, unable to speak. Sadie stepped up behind him, leaning up on the tips of his pedes to rest his shoulder on the older clone’s pauldron, wrapping one arm around Sarc’s middle, raking his talons down the curve of his chestplate. 

“Then you’re going to have us kill each other?” Sadie asked, though it came across as more of a suggestion. Sarc elbowed him—  _ hard—  _ in the chassis, sending the younger clone stumbling backward.

“No,” Knock Out assured cautiously, “Nobody is going to die.”

“Then what are we  _ down here  _ for?”Flirty groaned, letting his helm roll backwards. Apparently— judging by his demeanor— he had been one of the least concerned of the group. Knock Out frowned at him.

“First of all, to talk about your behavior.” The original speedster explained, planting his servos on his hips. “I’ve been giving you,  _ all of you, _ a lot of chances to shape up and behavior better. I’ve been giving you a lot of slack, and I’ve been patient with you when you make mistakes. But I can’t do that anymore.”

The group of clones seemed to reform; Sarc stepped backward toward his compatriots, who had each moved forward a step or two, once more forming the tiny crowd they had been in when they’d arrived. Some of them were still concerned— namely Mim and Macho— and others, like Flirty, were more put upon than anything. Knock Out watched them for a beat, doing his best to catch the gaze of each clone in turn before he continued. 

“I don’t know what changed. There was a time when you were all working so well— listening to what Macho said, doing your work, keeping your helms down… Working  _ together.  _ But now, it seems like most of you are just off doing whatever you want, consequences be damned.” The medic said, gesturing as he spoke, “I get it. I understand that it was unfair to bring you online and force you to do my work. I get that, and I’ve been doing my  _ best  _ to mitigate things, to make it easier on you. All I asked in the meantime was that you be patient and keep up appearances until I could find a way to get us— all of us— out of this mess.”

“And you did a fine job with  _ that, _ ” Flirty mumbled derisively, crossing his arms over his chassis and turning his helm away from his creator. Macho turned to look at him with a frown, as if he had a mind to do something about the youngest clone’s insolence, but Knock Out simply shook his helm.

“You’re right,” He said softly, looking down at the cave floor. “I haven’t been doing enough, and It’s my fault we’re in this mess in the first place— my fault that your lives have been in danger since the moment you came online. I realize what a mistake I made.”

Flirty laughed derisively. “Oh, then can I expect an apology for all the times you attacked me for  _ no reason,  _ maybe?”

Between Macho, Sarc, and Knock Out himself, one could almost feel the optics rolling. Macho sighed and shoved the younger clone. “No, you don’t get an apology you  _ brat. _ You deserved what you got and  _ more.” _

The youngest clone gasped as if offended, laying a servo over where Macho had pushed him. He opened his mouth as if to speak, but Knock Out beat him to it.

“As I was  _ saying,  _ I realize what a mistake this whole situation is, and I should have done something about it long ago. The best I can do is fix it now.” Knock Out said, straightening up. They watched as he reached into his subspace and began to produce cubes of energon, stacking them one by one on the ground until there was a decent pile of fuel in front of him.

He stood once more, looking at his clones with a serious expression— only to notice Mim looking over his shoulder, toward the mouth of the cave and the ground outside that sloped down toward the riverbed. Following his gaze, the rest of the clones looked at Mim, then the cave’s entrance, as if expecting something to come charging at them from the darkness.

“What was that sound?” Mim asked softly, his plating clamped tightly to him in anxiety. No one moved to answer him, their sensors spread out wide to try and find the source of whatever sound had perturbed the obedient clone. 

They stayed silent for a while, listening to the sounds of the world around them. Water dripped and ran, lazily rolling past their pedes and out into the river basin beyond. Rain pattered outside, and in the far distance the sound of rustling vegetation accompanied the songs of various Earthen life forms. Slowly, they all seemed to accept that there was no immediate threat, turning back to their creator one by one, with no small amount of reluctance in the motion.

Each of them took a moment to compose themselves before Knock Out continued, speaking softly. 

“Anyone who doesn’t want to stay and help me can take some energon and leave. I don’t care where you go, as long as you stay off the fleshling’s media outlets.”He offered. That seemed to bring each of them up short again as they considered the offer and the circumstances surrounding it. 

Flirty, of course, was the first to react. “That’s not enough energon to do  _ anything  _ with!”

Another sigh went through the room at the youngest clone’s exclamation, and Knock Out shook his helm. “That’s all I can spare. Take it or leave it.”

“How will you keep up with Megatron’s demands without…” Macho trailed off, gesturing weakly to himself and the rest of the clones. 

“I’ll figure something out.” Knock Out said, shrugging. “It’s this or be killed, and I can’t handle the stress of potentially being caught. How would I explain this? Any of this?”

Before Macho— or anyone else for that matter— could respond, the cave was filled with the sound of movement. The clones started, whirling on their pedes to face the direction the sound had come from, only to come face to face with the cause of the earlier noise.

“Ah- _ HA—” _ Starscream began, his arms spread out wide in a triumphant sort of pose. His triumphant cry was cut short as he began to process the reality of the situation— Knock Out, face to face with five exact duplicates of himself, regular energon placed between them like some sort of back-alley, black market trading. 

As it turned out, he  _ had  _ been wrong; Knock Out’s  _ little secret  _ hadn’t been red energon after all— but to Starscream’s mind, this was even better. His earlier cry trailed into laughter that was hesitant at first, but quickly turned to something wicked and self satisfied.

“Of course,” Knock Out sighed, covering his optics with one hand in exasperation as his shoulders sunk. “Of  _ course _ Starscream is here.”

“Oh, this is  _ rich,”  _ The seeker crowed, straightening up from where he had been folded over in laughter. “How utterly  _ embarrassing  _ for you, Knock Out! And you almost got away with it!”

Knock Out sighed again, shuffling over to a jagged formation of rock where a massive stalagmite had once sat and dropping himself down onto it to pool his hands in his face. The clones exchanged glances, some confused and others concerned, glancing back and forth between their creator— who offered nothing in terms of advice— and Starscream— who only seemed interested in enjoying his self-proclaimed victory.

“We should do something, right?” Sarc asked, looking at Knock Out, who looked like he had never recharged before in his life. “We should, like, run?”

Beside him, Macho shook his helm, moving to sit down next to Knock Out, mim following close behind him. “There’s no point. We might as well just sit and face the music.”

“No,” Sarc insisted, his alarm rising. He looked at Sadie and Flirty, the only two clones who hadn’t already given up. “We should— we should do something. We should run, before Megatron gets here!”

“We should kill Megatron!” Sadie cried, smiling wickedly at his own suggestion. Flirty shot him an unamused glare, rolling his optics as Starscream strode past him, his weapon primed. 

“Don’t be an _idiot,_” The youngest said, crossing his arms over his chassis again. “Even if we all tried _and _we had Breakdown, we wouldn’t be able to get a _scratch _in on Megatron, much less _kill him.”_

“While I agree with your assessment,” Megatron drawled as he stepped through a ground bridge that appeared at the mouth of the cave, the rest of high command following in his wake, “Far be it from me to discourage you from _ trying. _ ”

Flirty whirled toward him and took a step backward, glancing over as Sarc grabbed sadie by the pauldron and hauled him back away from the warlord despite his obvious desire for the opposite. As they retreated, Megatron’s accompanying party fanned out behind him; Soundwave to his left, Airachnid off to the right, Breakdown and Dreadwing opposite of her. Starscream nearly  _ skipped  _ to his place at Megatron’s right hand, leering at the group of speedsters with a self-satisfied smile firmly in place.

Knock Out was more interested in looking at Breakdown, though, who stood off to the left with a sense of anxiety that was barely kept in control. Beside him, Dreadwing— who was surprisingly adept at inferring the ex-wrecker’s moods— stood calmly, offering Breakdown as much comfort as he was able. Knock Out caught his conjunx’s gaze and held it for a long moment, and only realized Megatron had been speaking when he looked away.

“... am beyond disappointed, Knock Out.” Megatron was saying from where he stood with his hands clasped behind his back. “You showed so much potential, so much  _ ingenuity.  _ Here to find out, it is all a product of treason.”

Beside Knock Out, Mim stood, glancing from his creator to Megatron nervously. 

“My Lord,” Mim began, bowing slightly and holding his servos up placatingly. “I believe that there has been a misunderstanding. Allow us to—”

His voice was replaced very suddenly with the sound of a blast, a loud clatter, and the smell of hot metal. Knock Out startled, looking from Megatron’s smoking fusion cannon to the crumpled frame on the ground, so shocked by the suddenness of the warlord’s actions that he almost couldn’t process the sudden burning pain that shot through his chassis. Megatron seemed to watch for the reaction to that pain, quickly picking the original out of the collection of startled speedsters when Knock Out pressed his servo to his chassis reflexively. 

“I already host a blithering coward in my officers,” The gladiator said, gesturing to Starscream with one hand, “I don’t need a second one. May I continue?”

Slowly, Knock Out nodded, watching in his periphery as the remainder of his clones sat down beside him. Megatron smirked slightly, apparently pleased by the wordless obeisance, and continued. 

“I  _ am  _ disappointed that you could only achieve so much with the help of five others. One would have helped that you, the commander of medicine for the whole of the Decepticon empire, would be a bit more capable on your own, but it seems that even now we must settle for  _ good enough.”  _ Megatron said, shrugging slightly. “The question remains, what do we do with you now that you have committed treason— an offense punishable by death?”

Knock Out saw Breakdown tense, but did his best to stifle his own reaction. Letting on too much would only prove to put the blue mech in more danger, and Knock Out couldn’t countenance that. Instead, he watched numbly as the warlord continued, pacing as he spoke.

“The good news for you, doctor, is that I am feeling rather gracious in the wake of all that you and your...  _ menagerie _ managed to accomplish. I do, after all, require a medic.” 

The younger clones beside him seemed to brighten up slightly, glancing between each other as if expecting some great mercy from the grey mech. Knock Out new better, though, and Macho must have had his suspicions, considering how his defeated posture didn’t change. Their only option was to wait and see how they would be executed.

“That being said, I have decided to spare…” Megatron trailed off long enough to smile a wicked, toothy sort of grin, and to bring the hope the younger clones felt to a head just in time to snap it off. “ _ One  _ of you.”

A chill went through the room, starting with the clones to Knock Out’s right and ending with Breakdown, who stood tensely at the end of the line of officers. A sort of desperation ran through the younger mechs, and Knock Out could tell the only thing keeping them from crying out was their fear of meeting the same fate Mim had. 

The gladiator turned and stalked back toward the mouth of the cave, Soundwave close at his side as he motioned for the rest of the assembly to join them. Starscream pointedly lingered behind Knock Out and his clones until they rose and began to follow the warlord, acting as a self-assigned rear guard in case any of the speedsters had the brilliant idea to try and flee. They were ushered out of the cave and down the sloping riverbank to the flatter bed, then lined up opposite of Megatron and his officers, where Megatron began to speak once more.

“Considering your fondness for racing, I find it fitting for you and your duplicates to compete in a race to decide who gets to live.” He said, gesturing towards Soundwave, who beeped in binary as his display began to show an overview of their impromptu track. “Soundwave informs me that the perimeter of this canyon should act as a suitable track.”

As Megatron paused— either for effect or to gather his thoughts— Knock Out glanced over at his duplicates and their various expressions. Flirty seemed to be confident in his ability to win, judging by the look of arrogant determination on his faceplates. Sarc looked understandably worried, more interested in securing his own survival than anything else, and while Sadie seemed excited almost exclusively for the opportunity the race presented to harm others, Macho was grim and solemn, looking straight ahead with little by way of expression.

“The rules are simple,” Megatron continued, drawing Knock Out’s attention once more, “You will drive fifty laps through this canyon, starting from here. Only one of you may cross the finish line on the final lap. If there is more than one of you left by sunrise, all of you will die.”

Megatron turned once more, taking a few steps away before barking over his shoulder, “Now, get to your marks!”

He transformed then, slicing up through the air to land on the rocky ledge above and return to his root format once more. Each of the officers leapt up and did the same, perching themselves as comfortably as they could around their leader. Breakdown paused on his way to Dreadwing, catching Knock Out’s gaze and holding it once more, however briefly. While no words were spoken and no comms were exchanged, Knock Out got the message from his conjunx loud and clear. 

He had to win— and he  _ would.  _

He slowly nodded to the big blue mech, who lingered only a few moments longer before moving over to Dreadwing, who helped lift him up to the ledge where the rest of the Decepticons waited before taking his own place there as well. Knock Out watched him go, then turned and found his place beside the rest of his clones, dropping into his alt mode and giving his engine a determined rev.

The rest of his lookalikes followed suit, and in a matter of moments the roars of their engines echoed off the canyon walls like a great roll of thunder. He did his best to erase his own ideas of them, instead branding them as  _ enemies  _ and  _ competitors  _ in the hopes that it would be easier to dispatch them during the race.

It was a hard thing, though; while they might have been annoying, troublesome, and even  _ offensive _ at times, it was  _ his fault  _ they existed in the first place— and perhaps it was because they looked like him, but Knock Out found it difficult to think of deactivating them. Thankfully, that difficulty was assuaged slightly by a ping from Breakdown, a wordless encouragement and a good reminder that his survival was important to more than just himself.

It was enough to shake him out of his maudlin state of mind and into something more strategic. He knew from experience that while his clones knew all of his own moves and had all of his memories—  _ and more — _ their  _ bodies  _ were new, and none of their frames had the same practice that his had. There was no proverbial muscle memory in any of them beyond what they might have developed in their short time aboard the nemesis— and even that was infinitesimal when compared to the millenia Knock Out had on them.

All he had to do was turn that and their immaturity against one another, and he would win.

Above them, Megatron lifted an arm and gestured at Starscream, who fired a missile up into the air. In the span of a sparkbeat, traveled upward for what felt like vorns— and in the same moment that it burst, the five speedsters tore forward, their tires screeching as they sought traction in the rainy riverbed. 

The track was all twists and turns, made perilous not only by the storm above them but also by the sheer darkness that had fallen over the landscape. As evening had turned to night even the moon had gone dark, and visibility was only as far as their headlights could reach. The first lap was mostly uneventful as each mech took the measure of the track, mentally mapping its twists and turns to better prepare themselves for the next ninety nine.

Knock Out’s kinetic memory was enough to help him secure his spot at the head of the pack, taking the tight corners with an ease and grace that befit him, but his clones were not far behind. Almost as an afterthought, Knock Out pulled up the vital readouts for each of his creations as he skidded around a corner. 

As they broke back out onto the straightaway near the starting line, Knock Out spread his sensors out and up to survey the rest of the Decepticons; Megatron stood stoically with his arms crossed over his chest, watching out over the entire canyon with relative disinterest. Beside him Soundwave stood silently as ever, evidently recording the whole event with the help of Laserbeak, who must have been hovering overhead somewhere. To their left, Starscream and Airachnid were huddled together, their feud apparently forgotten as they traded bets over which of the four would end up dying first. On the other side, a few arms lengths from Soundwave and Megatron, Breakdown sat uncomfortably beside Dreadwing, who was offering the truck what comfort he could. 

With a mental note to thank the seeker later and a rough map of their makeshift track on his HUD, Knock Out floored it, throwing up mud in his wake as he disappeared around a curve, leaving his clones in his metaphorical dust. It didn’t take the rest of them to catch up, though, and within minutes he could feel as another speedster’s sensor array overlapped the edge of his own. 

It stayed that way through the second lap, then the third, then the fourth— all the way to the fifteenth lap. Just as Knock Out started to fear that his clones might not have understood the point of the race, or  _ worse,  _ that they all planned to stay alive until sunrise in order to guarantee his death, Sadie  _ sprung,  _ lifting up off his tires and transforming mid-air to land on top of Macho— who  _ just so happened  _ to be the clone on Knock Out’s tail. As much as he wanted to, Knock Out ignored his urge to stop and help the eldest clone, even as his vitals spiked, then began to tank in a telltale sign of impending death.

Searing pain shot through Knock Out then, the unfortunate side effect of the binary bond that he had with each clone, and he swerved slightly as he watched the Macho’s vitals blink out entirely. Only three names were left on Knock Out’s hud, and he felt as if something had shifted between the four of them— as if the first blood of their race had marked the start of the  _ real  _ competition. 

He shook himself mentally and floored it once more, relying on practice alone to carry him around each curve and corner. For a few laps he stayed unencroached, speeding through the course with the fluid ease, paying more attention to what was in front of him than the other racers behind him. That freedom rarely ever lasted long, though, and this was no exception; soon he had  _ two  _ signatures on the very periphery of his sensor net, steadily creeping up on his rear end with malicious intent saturating their every move.

That those two turned out to be Sadie and Sarc did nothing to alleviate his concerns. The two of them had been created at the same time, acting more like siblings than any of the other clones had. More often than not they viewed themselves as a team, and were more concerned with their one another than with the rest of the group. This event was no different, apparently, judging by the way they worked to bracket their creator, no doubt planning to work together to destroy him. Knock Out did his best to keep a healthy lead on them as he breezed through each curve, watching them carefully as they rounded the track once more. 

Up above, Megatron watched them silently, judging the potential of each of them as they passed. When the last one had disappeared around the curve of the track, he looked toward Soundwave, who beeped at him in binary. A rush of data crossed his display, ending with an aerial view of their surroundings with a specific spot marked— almost perfectly across from them on the far side of the canyon.

_ ::Autobots incoming::  _ Soundwave commed, tacking on a burst of data to the end of his message. He made an inquisitive beep afterward, nodding toward the spot, but Megatron shook his head.

“Unless they make overtures to start an attack, leave them to their own devices.” Megatron rumbled finally. “Perhaps seeing a Decepticon’s lack of mercy for even  _ themselves  _ will impress upon the Autobots how little mercy we have for  _ them.” _

Soundwave nodded obediently, wordlessly directing his— and Laserbeak’s— attention back to the race below. Opposite them, a portal spiralled open and a pair of Autobots spilled out, likely there to do recon on the massive spike in Decepticon energy signatures. 

Arcee peered down into the canyon carefully, keeping an optic on the massive outline of Megatron’s frame where he stood across the valley from them. Bumblebee beeped something inquisitive as he joined her, watching Knock Out screech around a rainy curve and gun his engine down a brief straightaway. Two cars that were nearly identical to him followed in hot pursuit, with a third not far off.

:: _ Have you made visual contact?::  _ Ratchet asked over their comm, pulling Arcee from her speculative musings. 

“Something like that,” She muttered back vaguely, watching as the pack of speedsters drifted around a bend and out of sight. 

:: _ What’s  _ that  _ supposed to mean?::  _ came Bulkhead’s voice, full of confusion. :: _ D’you see them or not?:: _

“They’re here— all of them— but I’m counting about three  _ too many.”  _ Arcee explained haltingly. “Looks like they’re having some kind of race with Knock Out and a bunch of…  _ clones  _ or something.”

There was a beat of silence before Ratchet spoke again. :: _ Can you confirm the others are Cybertronian in nature?:: _

Bumblebee buzzed out an affirmative after a moment of further observation, and there was another long silence from the base. In lieu of a vocal response, the ground bridge spiralled open once more, allowing Bulkhead and Wheeljack to lumber through with the children in tow. They stopped beside their compatriots, watching with interest as the pack of racers whizzed by before relaxing backwards.

Wheeljack let out a low whistle. “Sure don’t see that every day.”

“You can say that again,” Arcee scoffed, setting her servos on her hips. 

Down below, Knock Out weaved through a series of rapid curves, doing his best to ignore the new addition to their audience and instead focusing on the set of clones that chased him like a shadow. They had kept up with him gamely, taking each curve with more and more ease the longer they went on, occasionally creeping forward to remind Knock Out of the pressure he was under.

A few hundred meters from the starting line, the track was interrupted by a small island, splitting what served as their road into two narrow passages. Knock Out had been keeping to the outer passage to avoid the sharp left turn needed to take the inner one, but with the two oldest remaining twins rapidly closing in and his desperation beginning to climb, he jerked toward the left in an attempt to throw them off his trail.

It worked—  _ nearly,  _ causing Sadie to cut sharply to the right and nearly crash into the far wall of the canyon, while Sarc followed in his wake, jerking to the left and nearly spinning out as a result. While it didn’t buy Knock Out much time overall, it  _ did  _ make one detail abundantly clear to him.

Neither of the closest clones were navigating with a map on their HUD; instead, they were following Knock Out’s every move, relying on his experience coupled with their reaction time to better maneuver through the difficult terrain. It was a foolish mistake, and one that Knock Out intended to capitalize on. Assuming he could catch them off guard, it would be a simple maneuver to take both of them out of the running at the same time— perhaps not  _ entirely,  _ but neither would be able to continue racing.

Knock Out sped down the straightaway just beyond the starting line, keeping his pursuers squarely on his radar as he did. He spent a handful of laps that way, baiting them into shadowing him perfectly until it looked as if the whole drive had been choreographed. At the head of the thirtieth lap he teased his breaks, letting them inch closer and closer as they rounded the first bend. They were nearly bumper to bumper, loming just behind knock out, close enough they could have touched. 

They sped through the tight curves on the far side of the track, moving in to try and box Knock Out between themselves as they neared the second bend. Knock Out’s spark thundered in his chassis when they began to close in— an uncontrollable response to such a dangerous maneuver— but he kept himself calm and sped up just enough to convince the pair that he was attempting to flee.

Both of them sped up as well, intent to keep him boxed in until they could spring their poor excuse of a  _ trap  _ on him. He could almost  _ feel  _ their self-satisfaction.

They were so convinced that they were about to eliminate him that their attention was elsewhere, and shadowing their creator was almost automatic. So when Knock Out slammed on his breaks, leaving a long streak of steaming skid marks in his wake, they didn’t have to react before they both slammed into the wall of the canyon at close to their top speed.

Their frames crumpled into themselves, crushed by their sheer inertia. Random parts flew off of them as they bounced off the wall, their tires still spinning as they rolled and slid to an eventual stop, eventually falling completely still and silent. Knock Out transformed, slowly dropping into a kneel as he rubbed at his abused brake pads, letting the dull echo of their deaths run it’s course over his exhausted frame.

About a hundred meters behind him, Flirty pulled to a stop and transformed, waltzing up to his creator and the smoldering wreckages that had once been his elder clones. He stopped an arms length from the original speedster, his servos on his hips as he surveyed the scene.

“A shame such pretty faces had to meet such an ugly end,” Flirty mused aloud, kicking at a big shard of unidentifiable metal that had been ejected from one of the duplicates. Knock Out turned his helm to regard his youngest creation, a frown square on his faceplates.

“What do you want?” He asked as he rose to his pedes, brushing his servos over his front casually. “If you want to fight, you might as well make your move. I have things to do.”

“Oh no,” Flirty assured, “I’m just here for the show. I  _ will  _ be coming after you, but that will come later on.”

Knock Out’s frown deepened. He paused for a few moments— just long enough to get a good look at his last living duplicate— before turning, kicking the remnants of a door to the side of the track, dropping into his alt mode, and speeding away, uninterested in bantering with the final clone.

With the race more than halfway over, Knock Out was becoming acutely aware not only of his pressing need to eliminate flirty and secure his victory, but of his sudden exhaustion. Normally, fifty laps and a fight or five wouldn’t have bothered him at all. If anything, it would have been a decent warm up before he went off to do something  _ truly  _ tiring. 

Something was  _ off  _ this time around, though; his frame ached and it was hard to think, his mind slowing the longer the race went on. Concentrating on Flirty and the immediate threat he posed was a challenge, and keeping his movements tight and precise was becoming harder and harder to do. He had a sinking suspicion it was an effect of the binary bonds being snapped, likely leaving masses of fragmented data all over in his systems and slowing down his processor. It didn’t bode well— especially now that four of the five bonds had been shattered, and Flirty was rapidly gaining ground to catch up with him.

Whether his lack of offensive action was a blessing or a curse, Knock Out wasn’t sure. He was still shaking the last of the ache from Sadie and Sarc’s deaths from his frame, and he doubted he would be on the top of his game if they began fighting. The longer they went without fighting, though, the worse Knock Out’s anxiety became. Flirty was the clone that he knew the least about, so repulsed by his actions that he had never bothered to get to know him. 

For all intents and purposes, the clone was a mystery to his creator— and that lack of knowledge made Knock Out nervous. There was no way for him to accurately predict what the clone might do; even if Flirty’s personality was patterned off his own, it was obvious that their thought processes were nothing alike, and the unfamiliarity coupled with Knock Out’s exhaustion might have been enough for the clone to get the upper servo.

But as they headed into their thirty fifth lap, and Flirty gunned his engine and sped past Knock Out, it became clear that the youngest clone was more interested in racing than fighting. Knock Out surged forward to catch up, staying tight to the wall as they rounded the bend to avoid running into the wreckage that had been Sarc and Sadie, but Flirty stayed firmly in first place, flashing his tail lights at his creator goadingly, welcoming any challenge the original could provide.

Knock Out bit down his own ego-fueled impulses as he chased the other, gaining enough ground on the straighter bit of track that he could tap his competetor’s bumper, throwing off the clone’s tightly-held control enough that he could roar forward and bring them neck and neck. Flirty’s engine gave an offended rev, and he leaned into the wobble of his frame, pinning Knock Out between himself and the rocky wall of the canyon.

They rounded a corner, and the too-tight curve only served to further crush the original speedster up against the wall, grinding off his finish and sending sparks flying out behind him. As they came out the curve Knock Out jerked to the right, shoving Flirty off of himself. The younger mech struggled to regain control of himself, his tires slipping against the rainy, muddy stone below. It was enough of an obstacle that it granted the original speedster the opportunity to jump ahead, forcing his way back into the lead. The clone gave immediate chase, fishtailing slightly as his rear tires scrambled to find traction.

Knock Out blocked him as best he could, weaving back and forth to quash any motions his creation might have made to pass him on either side. It worked well enough— and for a surprisingly long time, as well. It wasn’t until the forty fifth lap, dangerously close to the end of the race, that Flirty tried to take his chance and pass. He sped up and began to pass Knock Out on the left, confident in his ability to regain control until Knock out slammed on his brakes and spun inwards, his tires shrieking as he turned himself into a living impact attenuator. 

Flirty was blindsided; he had no time to react before he smashed into his creator’s side, flipping up and over him, rolling end over end down the riverbed. He transformed mid- roll, landing on his pedes and one servo and sliding to a stop a few hundred meters down the track. Knock Out struggled to transform, too, forcing his dented frame into root mode with no small amount of pain. He straightened just in time to see Flirty sprinting towards him, shockprod in servo.

He scrambled to retrieve his own out of subspace, impeded by the lack of control he had over his left arm; it hung limply at his side as he yanked his staff out and swung it to life, slamming the end into the ground and bracing himself for Flirty’s attack.

“Did you think you could pull the same dirty trick you used on the last two against  _ me?”  _ The clone demanded as he slammed into Knock Out, the pointed end of his staff just barely missing his creator’s side. Knock Out grunted, twisting his staff to smack the offending one away long enough for him to shamble backwards, regaining his footing.

“Don’t misunderstand,” He panted at his clone, “I’m well aware it’ll take more than a brake check to get a parasite like  _ you  _ out from under my plating.”

Flirty sneered, grinding his dentae as he rushed forward again, stabbing at Knock Out with the pointed end of his weapon. Knock Out sank backwards, gamely smacking each attack away with his own staff. That simple defeat only drove Flirty’s apparent fury higher. His movements became sloppy and forceful, creating the perfect opportunity for Knock Out to duck below a swing gone wide and jab the mech in the side. 

The clone seized slightly, his servo tightening around his staff so much that the plating of the handle began to buckle. He staggered backward with an angry roar, jerking his limbs about as if he could simply shake off the electricity that interfered with his movement. Knock Out steadied himself, prodding his own arm gently to try and discern the cause of its immobility as he watched the clone struggle. After a beat or two of struggling, the clone jerked the end of its staff toward himself, grounding the charge that ran riot through his frame and freeing himself of its. 

Furious, Flirty jumped forward again, transforming his free servo into his surgical saw as he did. Each jab of the shock prod was followed quickly by a swipe of the saw, and Knock Out stumbled backward as he tried to block both with only one functioning arm. His concentration— or perhaps his lack thereof— proved to be his downfall, literally. Knowing his creator was busy dealing with the assault of his servos, Flirty dropped down and kicked out, hooking Knock Out’s leg and yanking him off his feet. He crashed to the ground with a yelp, rolling onto his side to avoid what he thought would be a stab aimed at his face. 

Instead, Flirty slammed the pointed end of his staff down into Knock Out’s leg just above his pede, twisting so that the wide point of the weapon tore through components, inflicting as much pain to his creator as he could. Knock Out shouted as he felt themicroservos in his pede seize, the pain of it chasing all the air from his vents and leaving him panting on the ground. He was thankful that he had the wherewithal to press the grounding end of his staff into his own side as he rolled, preventing himself from even more pain.

The clone yanked the staff up and out, then sank forward onto his knees over Knock Out, tossing his staff to the side as he leaned in and grabbed his creator by the crest. He brought his saw close, pressing it against the plating of Knock Out’s side just below his chestplate. It bit through the original mech’s plating easily, chewing through armor and down to protoform like it was nothing.

“How does it feel to be on this end?” Flirty asked over the sound of rolling thunder as Knock Out writhed, shoving the clone’s saw-hand out and away with his working arm. Lightning flashed as he brought himself closer to Knock Out’s face, his grin an evil thing. “How does it feel knowing that after everything,  _ I’m _ the one who will replace you?”

Before Knock Out could get out more than a grunt in response, the clone fell forward onto him. The original speedster closed his optics and held his breath, expecting to feel the saw tearing through his plating once more— but it didn’t come. Instead, the weight of the other mech disappeared completely from his frame, even his arm disappearing from Knock Out’s grasp.

He blinked up at the sky, confused by the unexpected change, then struggled to sit up, bracing the gash in his side with his functioning servo. His headlights were too weak to reveal much of the scene, but between them and the flash of lightning overhead, he saw enough that things started to make sense.

Breakdown approached from the direction of the finish line, his hammer spattered with still-glowing energon and his face set in a hard line. Behind him, the mangled mess that had been Flirty’s body was unceremoniously discarded to one side like a dirty berth cover, energon leaking from the crushed remnants of his helm. 

The blue mech crossed the distance to Knock Out, bending over to offer him a hand.

“Breakdown,” Knock Out said smartly, glancing between his conjunx and the battered remains of his would-be murderer. Breakdown nodded, as if Knock Out had said something completely coherent, then knelt to look at the speedster’s various wounds.

“Can you drive?” He asked softly. Knock Out could see the bigger mech’s desire to be more gentle— more true to who he was— in his warm optics, but the looming presence of Megatron kept that reality hidden away. Snapping to attention, the medic rolled onto his knees and began to transform, his plating crunching and grinding as he forced himself back into his alt mode.

“I think I can make it the last few laps.” He offered finally once he was sat squarely on his wheels. Breakdown made an affirmative noise, patted Knock Out’s roof, and moved to one side of the track, crossing his arms over his chassis. Despite his look of nonchalance, Knock Out could feel the blue mechs optics on him, full of concern and longing. 

After a long pause, Knock Out revved his engine and sped off, headed for the finish line and the end of what had turned out to be a long and awful night.

* * *

* * *

The medbay was empty and quiet, the lights dimmed low enough to allow rest while also allowing medics— namely Breakdown— to work without any additional light source. Knock Out reclined on a medberth, his helm still throbbing from the whole ordeal, and his punishment heavy on his mind.

On top of the race and the fighting, Megatron had demoted him— which was expected— and given him all of Starscream’s duties on top of his own for a whole  _ lunar cycle.  _ He wanted to complain, but at the same time he knew the situation could have come out much worse, and so— for once— he kept his intake shut.

“I  _ told you  _ it was a bad idea.” Breakdown chided gently as he finished replacing the energon lines in Knock Out’s side that had been severed by Flirty’s saw. Knock Out grumbled, throwing his working arm over his optics. 

“I know, I know.” He sighed heavily, relaxing under his conjunx’s gentle care, “You were right. I should have listened.”

Breakdown huffed a quiet laugh, leaning down to press a kiss against his conjunx’s cheek carefully. “Its funny how often you say that.”

Knock Out laughed too, though it was quiet and weak for fear of ruining the careful welds Breakdown was sealing his wounds with. When he was done, the blue mech set the welding torch aside on the instrument tray, then stood and took the tray and its contents over to the counter to clean them properly. Knock Out savored the easy quiet for a long while, the sound of Breakdown’s ministrations coaxing him closer and closer to recharge.

“Worth it, though,” He mumbled, shifting careful to relieve the pressure from his damaged arm, “Totally worth it.”

The last thing he heard before he fell into a well-deserved recharge was Breakdown’s amused snort.

**Notes for the Chapter:**

> And so ends another story. Thank you to everyone who made it this far, and to everyone who didn't. I hope this fic was able to bring some joy to your days the way that your comments and kudos brought joy to mine!
> 
> See you all next time! 💕


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